Common use of Certain Waivers Clause in Contracts

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

Certain Waivers. Each Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Secured Party’s power whatsoever and any defense based upon the power doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Secured Party; (f) any defense arising from relating to the failure of any Secured Party to comply with the applicable laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of an obligation a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor; Guarantor under this Guaranty and (gj) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and construed each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

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

Certain Waivers. Each Guarantor waives to the maximum fullest extent permitted by applicable law Applicable Law (a) any defense arising by reason of any disability or other defense of the Borrower any Obligor or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of the Borrowerany Obligor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower or any other Obligor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrowerany Borrower or any other Obligor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Secured Party’s power whatsoever and any defense based upon the power doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Secured Party; (f) any defense arising from relating to the failure of any Secured Party to comply with the Applicable Laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of an obligation a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor; Guarantor under this Guaranty and (gj) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and construed each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

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

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender PartyAdministrative Agent) of the liability of the BorrowerBorrower or any other Guarantor; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require Administrative Agent to proceed against the BorrowerBorrower or any other Guarantor, proceed against or exhaust any collateral security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender PartyAdministrative Agent; (f) any defense arising from bankruptcy or insolvency of Borrower; (g) any law or regulation change in ownership of any jurisdiction Borrower or any other event affecting Guarantor; (h) any term defense based on any act or failure to act of an obligation of such GuarantorAdministrative Agent referred to in Section 3; and (gi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)including any defenses based on suretyship or impairment of collateral. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives agrees that the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other Guarantor; (b) any change in the time, place or manner of payment of any of the Guaranteed Obligations, or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or Financing Letters made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (c) the addition, substitution or release of any entity or other Person now or hereafter liable with respect to the maximum Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantor); (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantor); (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantors); (f) the adequacy of any means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (g) the value, genuineness, validity, regularity, illegality or enforceability of the Financing Letters, in each case in accordance with the terms and provisions thereof; or (h) any discharge of a Guarantor as a matter of applicable Law or equity (other than a discharge of a Guarantor with respect to the Guaranteed Obligations as a result of indefeasible payment in full of the Guaranteed Obligations in accordance with their terms or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement). To the fullest extent permitted by applicable law (a) Law, the Guarantors hereby expressly waive any defense and all rights or defenses arising by reason of any disability Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices required to be made to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other defense similar Law now or hereafter in effect or any right to require the marshalling of the Borrower assets of Parent or Merger Sub or any other guarantors, Person now or hereafter liable with respect to the cessation from any cause whatsoever Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any act other Guarantor). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits. Each Guarantor hereby unconditionally waives any rights that it may now have or omission hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed under or are more burdensome than those in respect of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) this Limited Guaranty, including, without limitation, any right to proceed against the Borrowerof subrogation, proceed against reimbursement, exoneration, contribution or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of indemnification and any right to participate in any security now claim or hereafter held remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by any Lender Party; (f) any defense arising from any law set-off or regulation of any jurisdiction or in any other event affecting any term of an obligation manner, payment or security on account of such claim, remedy or right, and no Guarantor shall exercise any such rights unless and until all amounts payable by such Guarantor under this Limited Guaranty (which shall be subject to such Guarantor; ’s Cap) shall have been indefeasibly paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable by such Guarantor under this Limited Guaranty (which shall be subject to such Guarantor’s Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (gwith any necessary endorsement or assignment) to the fullest extent permitted be credited and applied to all amounts payable by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)such Guarantor under this Limited Guaranty. Each Guarantor expressly waives Notwithstanding anything to the maximum extent permitted by applicable law contrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that each Guarantor shall have all setoffs and counterclaims and all presentments, demands for defenses to the payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of its obligations under this Limited Guaranty (which in any kind or nature whatsoever event shall be subject to such Guarantor’s Cap) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations, and all notices as well as any defenses in respect of acceptance of this Guaranty any fraud or willful misconduct of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkGuaranteed Party.

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

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense to the payment of the Guaranteed Obligations arising by reason of any disability or other defense of the Borrower Borrower, any other Guarantor or any other guarantorsguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Lender Creditor Party) of the liability of the BorrowerBorrower (other than the defense of prior payment in full of the Guaranteed Obligations); (b) any defense to the payment of the Guaranteed Obligations based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right requirement to proceed against the BorrowerBorrower or any other Guarantor, proceed against or exhaust any security for collateral securing the Guaranteed Obligations, or pursue any other remedy in the power of any Lender Creditor Party whatsoever; (e) any benefit of and any right to participate in any security collateral securing the Guaranteed Obligations now or hereafter held by any Lender Creditor Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (gf) to the fullest extent permitted by law, any and all other defenses to the payment of the Guaranteed Obligations (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below; provided, however, that nothing in this Guaranty Section 10.03 shall be governed bydeemed a waiver of Borrower’s right to assert any compulsory counterclaim, and construed if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Borrower’s right to independently assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against the Administrative Agent or any Lender under this Agreement in accordance with, the laws of the State of New Yorkany separate action or proceeding.

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Partythe Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; the Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and construed the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

Certain Waivers. Each The Parent Guarantor hereby irrevocably waives to the maximum fullest extent permitted by applicable law (other than a defense of payment or performance) (a) any defense arising by reason defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) without limiting Section 9.02, any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (iii) any disability or other defense of the Borrower or any other guarantors, Loan Party or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the BorrowerBorrower or any other Loan Party; (biv) any defense based on any claim that such the Parent Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (cv) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; or (vi) without limiting Section 9.02, the failure of any other Person to Guarantee the Obligations as required pursuant to Section 5.11 guarantee or agreement or the release or reduction of liability of any other Guarantor; (b) the benefit of any statute of limitations affecting such the Parent Guarantor’s liability hereunder; (dc) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Administrative Agent, any Lender, any Issuing Bank or the Swingline Lender Party whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by as security for the Obligations; (e) presentment or protest to, demand of or payment from the Borrower or any Lender Partyother Guarantor of any of the Obligations; (f) any defense arising from any law or regulation notice of any jurisdiction or any other event affecting any term acceptance of an obligation its guarantee and notice of such Guarantorprotest for nonpayment; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Parent Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

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

Certain Waivers. Each Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower any Borrower, any other Guarantor or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender PartyGuarantee Beneficiary) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower (or all Borrowers); (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any other Guarantee Beneficiary’s power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender PartyGuarantee Beneficiary; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from to the obligations of such Guarantor under this Guaranty; (g) any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; a Guaranteed Obligation and (gh) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and paid in full payment and performance)in cash. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty, and construed each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

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

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ’s power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Partythe Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; the Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and construed the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by the applicable law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.. 10.04

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party, or any other guarantorsguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of the BorrowerBorrower (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender Secured Party whatsoeverwhatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Secured Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any the Guarantor under this Guaranty (other event affecting any term of an obligation of such Guarantorthan the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than the defense that the Guaranteed Obligations have been fully performed and paid in full payment and performancein immediately available funds). Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided belowThis Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty shall be governed by(other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds), and construed the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds).

Certain Waivers. Each The Limited Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor of the Obligations, or the cessation from any cause whatsoever (including any act or omission of any Lender Guaranteed Party) of the liability of the Borrower; Borrower other than payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such the Limited Guarantor’s obligations exceed or are more burdensome than those of the Borrower; , (c) the benefit of any statute of limitations affecting such the Limited Guarantor’s liability hereunder; , (d) any right to require any Guaranteed Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the any Guaranteed Party’s power of any Lender Party whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by any Guaranteed Party, other than any benefit or right attributable to X. Xxxxx Financial Inc.’s status and capacity as a Lender Party; under the Credit Agreement, which benefits and rights are hereby preserved, and (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Requirement of Law limiting the liability of or exonerating guarantors or sureties (sureties, including, without limitation, any defense, waiver, or objection relating in any way to the X. Xxxxx 2020 Backstop, or any defense related to change circumstances, frustration of purpose, impossibility of performance or other than full payment and performance)claim based in law or equity. Each The Limited Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Limited Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives to To the maximum fullest extent permitted by applicable law Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of any Borrower other than indefeasible payment and performance in full of the Borrower; Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; , (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; , (d) any right to require any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the any Secured Party’s power of any Lender Party whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; Secured Party and (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense (other than the defense that the Senior Secured Obligations shall have been fully and finally performed and paid in full in cash, to the extent of any such payment) of the Borrower Borrower, any subsidiary of the Borrower, or any other guarantorsguarantor of any of the Senior Secured Obligations, or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Collateral Agent to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Collateral Agent’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation the Collateral Agent on behalf of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Secured Parties; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Guaranteed Obligations. As provided belowNotwithstanding the foregoing, this Guaranty nothing set forth herein shall be governed by, and construed in accordance with, the laws alter or modify such Guarantor’s right to receive notice of any matter under any of the State of New Yorkother Financing Documents.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other guarantorsguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Lender Creditor Party) of the liability of the BorrowerBorrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right requirement to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Creditor Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (gf) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor All of the Loan Document Debt shall be deemed to have been made or incurred in reliance upon this Agreement. Txxxxxx expressly waives all notice of the acceptance by Agent and the Lenders of the subordination and other provisions of this Agreement and all other notices not specifically required pursuant to the maximum extent permitted terms of this Agreement whatsoever, and Txxxxxx expressly consents to reliance by Agent and each Lender upon the subordination and other agreements as herein provided. Txxxxxx agrees that none of Agent or any Lender has made any warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Loan Documents or the collectibility of the obligations thereunder, that Agent and the Lenders shall be entitled to manage and supervise the Loan Document Debt in accordance with applicable law and their usual practices, modified from time to time as they deem appropriate under the circumstances, and that Agent and the Lenders shall not have any liability to Txxxxxx or the Sellers for, and Txxxxxx (on behalf of himself and the Sellers) waives any claim which Txxxxxx may now or hereafter have against Agent or any Lender arising out of (a) any defense arising by reason of any disability or other defense of the Borrower and all actions which Agent or any other guarantorsLenders may take or omit to take (including, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrowerwithout limitation, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever actions with respect to the Obligationscreation, perfection or continuation of liens on or security interests in the Loan Document Debt, actions with respect to the occurrence of a Loan Document Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, the Collateral and actions with respect to the collection of any claim for all notices of acceptance of this Guaranty or any part of the existenceLoan Document Debt from any account debtor, creation guarantor or incurrence of new any other party) with respect to the documents regarding the Loan Document Debt or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, any other agreement related thereto or to the laws collection of the State Loan Document Debt or the valuation, use, protection or release of New Yorkthe Collateral and/or other security for the Loan Document Debt, (b) the election by the holders of the Loan Document Debt in any Insolvency Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or (c) any borrowing of, or grant of a security interest under Section 364 of the Bankruptcy Code to Borrower or any Guarantor as debtor-in-possession. Txxxxxx agrees that Agent shall have no obligation to marshal any property, instruments, documents, agreements or guaranties (including any Collateral) before enforcing its rights against any portion of the Collateral or its rights herein as against Txxxxxx.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason Guarantor hereby waives notice of any disability or other defense acceptance of this Limited Guaranty and notice of the Borrower Guarantor Obligations, waives presentment, demand for payment, protest, notice of dishonor or nonpayment of the applicable Buyer Obligations, notice of acceleration or intent to accelerate the applicable Buyer Obligations, and any other notice to Buyer, and waives suretyship defenses generally (other than fraud or Intentional Breach by Seller or any other guarantorsof its Subsidiaries or Affiliates, defenses to the payment of the applicable Buyer Obligations under the Purchase Agreement that are available to Buyer arising from Seller’s breach of the Purchase Agreement (but specifically excluding any defenses arising from the bankruptcy, insolvency or similar rights of Buyer, or defenses related to Buyer’s capacity to enter into the cessation from Purchase Agreement) or breach by Seller of this Limited Guaranty), and Seller is not obligated to file any cause whatsoever (including suit or take any act action, or omission of provide any Lender Party) notice to Buyer or Guarantor, or others, except, in each case, as expressly provided in the Purchase Agreement or in this Limited Guaranty. Without limiting the generality of the liability foregoing, Guarantor agrees that the Guarantor Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure of Seller to assert any claim or demand or to enforce any right or remedy against Buyer with respect to the Borrower; applicable Buyer Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed extensions or are more burdensome than those renewals of the Borrowerapplicable Buyer Obligations; (c) any rescissions, waivers, amendments or modifications of the benefit of any statute of limitations affecting such Guarantor’s liability hereunderPurchase Agreement; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power adequacy of any Lender Party whatsoevermeans available to Seller to claim payment or performance of the applicable Buyer Obligations; (e) any benefit change in the corporate (or other applicable entity) existence, structure or ownership of and Buyer or any right other Person liable with respect to participate in any security now or hereafter held by any Lender Partyof the applicable Buyer Obligations; (f) any defense arising from any law insolvency, bankruptcy, reorganization or regulation of any jurisdiction other similar proceedings affecting Buyer or any other event affecting Person liable with respect to any term of an obligation of such Guarantorthe applicable Buyer Obligations; and (g) to the existence of any claim, set-off or other rights which Guarantor may have at any time against Buyer, whether in connection with the applicable Buyer Obligations or otherwise; (h) the adequacy of any other means Seller may have of obtaining repayment of any of the applicable Buyer Obligations; (i) except as otherwise provided herein, the addition or release of any Person or entities primarily or secondarily liable for the applicable Buyer Obligations; (j) any discharge of the Guarantor as a matter of law (other than as a result of payment of the Guarantor Obligations in accordance with their terms); or (k) the addition, substitution or release of any person interested in the transactions contemplated by the Purchase Agreement. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all other rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Seller. However, Guarantor reserves the right to assert defenses that Buyer may have to payment or benefits that may be derived from or afforded by performance of the applicable law limiting Buyer Obligations under the liability express terms of or exonerating guarantors or sureties (the Purchase Agreement, other than full payment defenses arising from the bankruptcy, insolvency or similar rights of Buyer, or defenses related to Buyer’s capacity to enter into the Purchase Agreement. The Guarantor acknowledges that it will receive substantial direct and performance). Each Guarantor expressly waives to indirect benefits from the maximum extent permitted transactions contemplated by applicable law all setoffs the Purchase Agreement and counterclaims and all presentments, demands for payment or performance, notices that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New Yorksuch benefits.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, Parent, or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Credit Party) of the liability of the BorrowerBorrower (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any such payment); (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require the Credit Parties to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Credit Parties’ power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Credit Parties; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each Guarantor (a) Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law (a) any defense arising by reason law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any disability such rights or other defense of the Borrower or any other guarantorsremedies, or the cessation from any cause whatsoever including: (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (di) any right to require the Lender to proceed against the Borrower, any Person or to proceed against or exhaust any security for held by the Obligations, Lender at any time or to pursue any other remedy in the power of any Lender Party whatsoeverLender's powers before proceeding against Pledgor; (eii) any benefit defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor or any other Person or the failure of the Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor or any other Person; (iii) any right to enforce any remedy that the Lender may have against any Person and any right to participate in any security held by the Lender until the Obligations have been paid in full; (iv) any right to require the Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests; (v) any right to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of the Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any right under any law purporting to reduce Pledgor's obligations hereunder if the Obligations are reduced other than as a result of payment of such Obligations; (vii) any defense based on the repudiation of the Loan Documents by any Person, the failure by the Lender to enforce any claim against Pledgor or any other Person or the unenforceability in whole or in part of any Loan Document; (viii) all suretyship and guarantor's defenses generally; (ix) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by the Lender of, this Agreement; (x) any requirement on the part of the Lender to mitigate the damages resulting from any default; (xi) any defense based upon an election of remedies by the Lender, including an election to proceed by non judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against another Person for reimbursement, or both; (xii) any duty on the part of the Lender to disclose to Pledgor any facts the Lender may now or hereafter held by know, regardless of whether the Lender has reason to believe that any Lender Partysuch facts materially increase the risk beyond that which Pledgor intends to assume, or has reason to believe that such facts are unknown to Pledgor, or has a reasonable opportunity to communicate such facts to Pledgor; (fxiii) any defense arising from based on any law change in the time, manner or regulation place of any jurisdiction payment under, or in any other term of, the Loan Documents or any other event affecting amendment, renewal, extension, acceleration, compromise or waiver of or any term consent or departure from the terms of an obligation of such Guarantorthe Loan Documents; and (gxiv) to the fullest extent permitted by law, any and all other defenses defense based upon any borrowing or benefits that may be derived from or afforded by applicable law limiting the liability grant of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or a security interest under Section 364 of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkBankruptcy Code.

Certain Waivers. Each The Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the either Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender other Secured Party) of the liability of either Borrower other than payment in full of the BorrowerGuaranteed Obligations; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Secured Party’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction the Administrative Agent or any other event affecting any term of an obligation of such GuarantorSecured Party; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender PartyBeneficiary) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other guarantor; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender Partyother Beneficiary; (f) any defense arising from based on any law claim that the liability and obligations of the Guarantor hereunder were released, discharged, limited or regulation otherwise affected by: (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any jurisdiction Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrower or the Guarantor under the Credit Agreement other than upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Obligations, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of the Borrower, the Guarantor or any other event Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any term other Person or their respective assets, (v) the existence of an obligation any set-off, counterclaim, claim or other right which the Borrower or the Guarantor may have at any time against the Beneficiaries or any other Person, whether in connection with the Credit Agreement, this Guaranty or any other Document or which may be available to or asserted by the Guarantor or the Borrower against a Beneficiary or any of its affiliates, (vi) any provision of applicable law purporting to prohibit or limit the payment by the Borrower or the Guarantor, as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law, (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other Person on behalf of a Beneficiary to payment of the Obligations, (viii) any release, substitution or addition of any other guarantor of the Obligations, (ix) any failure of any Beneficiary or any other Person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against the Borrower, the Guarantor or any other Person, or to apply or exhaust any security held from the Borrower, any Subsidiary or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of the Borrower, the Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower, the Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Borrower, the Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of the Borrower, the Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under applicable law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to the Borrower or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such Guarantorproperty, or (xv) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, the Guarantor or any other Person, including any discharge or bar against collection of any of the Obligations; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than sureties, except for the indefeasible payment in full payment and performance)of the Obligations. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor The Administrative Borrower waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other guarantorsForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender other Secured Party) of the liability of the Borrowerany Loan Party or any Foreign Swap Obligor; (b) any defense based on any claim that such Guarantorthe Administrative Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the BorrowerGuarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting such Guarantorthe Administrative Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrowerany other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any other Secured Parties’ power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction the Administrative Agent or any other event affecting any term of an obligation of such GuarantorSecured Party; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties sureties, other than payment in full in cash of all Obligations (other than full payment unasserted contingent obligations not yet due) and performance)termination of all Commitments. Each Guarantor For so long as any Obligations remain outstanding, the Administrative Borrower expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Subsidiary Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Subsidiary Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Borrower hereby irrevocably and unconditionally waives (i) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating hereto or thereto except to the maximum extent permitted by applicable law otherwise provided herein, (aiii) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower’s obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower’s assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrower or to any other guarantorsLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (including any act or omission of any Lender PartyW) of the liability of the Borrower; INJUNCTIVE RELIEF, (bX) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (dZ) any right to proceed against the BorrowerHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)ACTION OR PROCEEDING. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

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

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

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of the Borrower, other than the payment and performance of the Obligations in full in cash in accordance with the Loan Documents; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Secured Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender PartyGuarantee Beneficiary) of the liability of the any Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower (or all Borrowers); (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any other Guarantee Beneficiary’s power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender PartyGuarantee Beneficiary; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from to the obligations of the Guarantor under this Guaranty; (g) any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; a Guaranteed Obligation and (gh) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and paid in full payment and performance)in cash. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and construed the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

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

Certain Waivers. Each Guarantor Borrower hereby irrevocably and unconditionally waives (i) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating hereto or thereto except to the maximum extent permitted by applicable law otherwise provided herein, (aiii) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower's obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrower or to any other guarantorsLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (including any act or omission of any Lender PartyW) of the liability of the Borrower; INJUNCTIVE RELIEF, (bX) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (dZ) any right to proceed against the BorrowerHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)ACTION OR PROCEEDING. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Each The Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by applicable law): (i) presentment, diligence, protest, demand, notice of demand, notice of acceptance or reliance, notice of the creation of any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability Guaranteed Obligation in reliance hereon, notice of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentmentsnon-payment, demands for payment or performancenotice of dishonor, notices of nonpayment or nonperformance, protests, notices notice of protest, notices of dishonor and all other notices (except notices, if any, expressly provided for herein), (ii) any requirement that any right, remedy or demands power first be exercised or any action first be taken against the Borrower, any other guarantor or any collateral for any of the Guaranteed Obligations or for any kind guaranty prior to the Guaranteed Party exercising its rights, remedies or nature whatsoever powers, or taking any other action, with respect to the ObligationsGuarantor; (iii) any right to defer or modify Guarantor's obligations hereunder by reason of any Act of Insolvency; (iv) notice of disposition of any collateral; (v) any defense based upon, and all notices arising out of acceptance or in any way related to (a) any claim that any sale or other disposition of this Guaranty or any collateral for any of the existenceGuaranteed Obligations was not conducted in a commercially reasonable manner, creation or incurrence that otherwise such sale or disposition was not in compliance with Applicable Law (as defined in the Credit Agreement), or (b) any claim that any election of new remedies by the Guaranteed Party, or additional Obligations. As provided belowany other action of Guaranteed Party, this Guaranty shall be governed byimpaired, reduced, released or extinguished any rights, including, but not limited to, any rights of subrogation, exoneration, indemnity, reimbursement and construed in accordance withcontribution, that the laws of Guarantor might otherwise have had against the State of New YorkBorrower or any other guarantor or against any collateral; and (vi) ANY AND ALL OTHER DEFENSES, WHETHER ARISING UNDER ANY STATUTE OR AT LAW OR IN EQUITY, THAT WOULD, BUT FOR THIS CLAUSE (vi), BE AVAILABLE TO THE GUARANTOR AS A DEFENSE AGAINST OR REDUCTION OF ANY OR ALL OF ITS LIABILITIES AND OTHER OBLIGATIONS HEREUNDER INCLUDING WITHOUT LIMITATION ANY DEFENSES OF A SURETY OR IMPAIRMENT OF COLLATERAL.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law acknowledges and agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or other defense Collateral interests, and without the necessity at any time of having to take recourse against the Borrower Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other guarantors, or the cessation from any cause whatsoever Person (including any act other Guarantor) or omission pursuit of any Lender Party) of the liability of the Borrower; (b) other remedy or enforcement any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; other right, (c) it will not assert any defenses (i) with respect to any change in the benefit corporate existence or structure of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust (ii) with respect to any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation Law of any jurisdiction or any other event affecting any term of an obligation the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor, (d) it will not assert any claims or set-off rights that such Guarantor; Guarantor may have, (e) nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and agreements relating to the Credit Party Obligations or from foreclosing on any security or Collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (gf) it will not seek, and hereby waives any right, to have the fullest extent permitted by law, Collateral or any and all part thereof marshaled upon any foreclosure or other defenses or benefits that may be derived from or afforded by applicable law limiting disposition of the liability of or exonerating guarantors or sureties (other than full payment and performance)Collateral. Each Guarantor expressly waives agrees that such Guarantor shall have no right of recourse to security for the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and all notices through the exercise of acceptance rights of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New Yorkcontribution pursuant to Section 9.6.

Certain Waivers. Each Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower any Obligor or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of the Borrowerany Obligor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower or any other Obligor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrowerany Borrower or any other Obligor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in any Secured Party’s power whatsoever and any defense based upon the power doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Secured Party; (f) any defense arising from relating to the failure of any Secured Party to comply with the Applicable Laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of an obligation a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor; Guarantor under this Guaranty and (gj) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and construed each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

Certain Waivers. Each The Parent Guarantor hereby irrevocably waives to the maximum fullest extent permitted by applicable law (a) any defenses (other than a defense arising by reason of payment or performance) it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) without limiting Section 10.02, any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (iii) any disability or other defense of the Borrower or any other guarantors, Loan Party or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the BorrowerBorrower or any other Loan Party; (biv) any defense based on any claim that such the Parent Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (cv) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; or (vi) without limiting Section 10.02, the failure of any other Person to Guarantee the Guaranteed Obligations as required pursuant to Section 6.11 or the release or reduction of liability of any other Guarantor; (b) the benefit of any statute of limitations affecting such the Parent Guarantor’s liability hereunder; (dc) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, any Lender, any L/C Issuer, the Swing Line Lender or any other Secured Party whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by as security for the Guaranteed Obligations; (e) presentment or protest to, demand of or payment from the Borrower or any Lender Partyother Guarantor of any of the Guaranteed Obligations; (f) any defense arising from any law or regulation notice of any jurisdiction or any other event affecting any term acceptance of an obligation its guarantee and notice of such Guarantorprotest for nonpayment; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Parent Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, the Guarantor, or any other guarantorsguarantor (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any such payment), or the cessation from any cause whatsoever (including any act or omission of any Lender Credit Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Credit Parties to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Credit Parties’ power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Credit Parties; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each Guarantor waives to To the maximum extent permitted by applicable law law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsBorrower, or the cessation from any cause whatsoever (including any act or omission of any Lender Partyof the Buyers, Collateral Agent or Trustee) of the liability of the BorrowerBorrower (other than satisfaction in full of the Guaranteed Obligations whether by payment or conversion of the Notes into Common Stock of the Borrower in accordance with the terms of the Notes); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Buyers, Collateral Agent or Trustee to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the their power of any Lender Party whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Collateral Agent and/or Trustee; and (ge) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than satisfaction in full payment and performanceof the Guaranteed Obligations). Each Guarantor expressly waives , except to the maximum extent that such defense relates to an election of remedies constituting gross negligence or willful misconduct by the Collateral Agent and/or Trustee. The Guarantor hereby absolutely, unconditionally and irrevocably waives, to the fullest extent permitted by applicable law all setoffs law, (i) promptness, diligence, notice of acceptance and counterclaims and all presentmentsany other notice with respect to this Guarantee, demands for payment or performance(ii) presentment, notices demand of nonpayment or nonperformancepayment, protests, notices of protest, notices notice of dishonor or nonpayment and all any other notices or demands of any kind or nature whatsoever notice with respect to the Guaranteed Obligations, (iii) any requirement that the Buyers, Collateral Agent or Trustee take any action against the Borrower or any other person or entity, (iv) all setoffs and all notices of acceptance considerations, and (v) any other action, event or precondition to the enforcement of this Guaranty Guarantee or the performance by the Guarantor of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New Yorkits obligations hereunder.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender PartyBeneficiary) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower or any other guarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the any Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender Partyother Beneficiary; (f) any defense arising from based on any law claim that the liability and obligations of such Guarantor hereunder were released, discharged, limited or regulation otherwise affected by: (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any jurisdiction Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrowers or any Guarantor under the Documents other than upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Obligations, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of either Borrower, any Guarantor or any other event Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting either Borrower, any term Guarantor or any other Person or their respective assets, (v) the existence of an obligation any set-off, counterclaim, claim or other right which either Borrower or any Guarantor may have at any time against the Beneficiaries or any other Person, whether in connection with the Credit Agreement, this Guaranty or any other Document or which may be available to or asserted by any Guarantor or any Borrower against a Beneficiary or any of its affiliates, (vi) any provision of applicable law purporting to prohibit or limit the payment by either Borrower or any Guarantor, as applicable, of any Obligation, and the foregoing is hereby waived by each Guarantor to the extent permitted under applicable law, (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other Person on behalf of a Beneficiary to payment of the Obligations, (viii) any release, substitution or addition of any other guarantor of the Obligations, (ix) any failure of any Beneficiary or any other Person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against either Borrower, any Guarantor or any other Person, or to apply or exhaust any security held from either Borrower, any Subsidiary or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of either Borrower, any Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of either Borrower, any Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of either Borrower, any Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of either Borrower, any Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under applicable law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to either Borrower or any Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such Guarantorproperty, or (xv) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against either Borrower, any Guarantor or any other Person, including any discharge or bar against collection of any of the Obligations; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than sureties, except for the indefeasible payment in full payment and performance)of the Obligations. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Partythe Lender; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; the Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and construed the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

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

Certain Waivers. Each Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Credit Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require Administrative Agent or any other Credit Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in Administrative Agent’s or any other Credit Party’s power whatsoever and any defense based upon the power doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by Administrative Agent or any Lender other Credit Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation to the obligations of such Guarantor; Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or ​ ​ ​ by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and construed each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law The Guarantors waive: (a) any defense arising by reason of any disability or other defense of the Borrower right to require the Seller to proceed against the Buyer or any other guarantorsobligor, to proceed against or exhaust any collateral or to pursue any other remedy in the cessation from any cause Seller's power whatsoever (including any act or omission of any Lender Party) and the right to have the property of the liability Buyer or any other obligor first applied to the discharge of the BorrowerGuaranteed Obligations; (b) any defense based on any claim all rights and benefits under applicable law purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that such Guarantor’s obligations exceed the obligation of a surety or are guarantor must neither be larger nor in other respects more burdensome than those that of the Borrowerprincipal; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guaranteed Obligations or the Guarantors' liability hereunder; (d) any right requirement of marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Seller, even though that election of remedies, such as nonjudicial foreclosure with respect to proceed the security for a guaranteed obligation, has destroyed the Guarantor's rights of subrogation and reimbursement against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoeverBuyer; (e) any benefit of and any right to participate in assert against the Seller any security defense (legal or equitable), set-off, counterclaim and other right that the Guarantors may now or at any time hereafter held by have against the Buyer or any Lender Partyother obligor; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices acceptance and notice of dishonor acceptance of this Guaranty, and all other notices or demands of any kind or nature whatsoever with respect to the Obligationskind, and all notices of acceptance of this Guaranty or including (i) notice of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by(ii) notice of any action taken or omitted by the Seller in reliance hereon, and construed in accordance with(iii) notice of any default by any obligor, the laws (iv) notice that any portion of the State Guaranteed Obligations is due, (iv) notice of New Yorkany action against any obligor, or any enforcement of other action with respect to any collateral, or the assertion of any right of the Seller hereunder; (g) any rights, defenses and other benefits the Guarantors may have by reason of any failure of the Seller to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with applicable law in connection with a disposition of collateral; and (h) all defenses that at any time may be available to the Guarantors by virtue of any valuation, stay, moratorium or other law now or hereafter in effect and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF APPLICABLE LAW. For the avoidance of doubt, nothing herein shall obligate the Guarantors to make any payment which is illegal for the Guarantors to have made under any law, regulation or order now or hereafter in effect in any jurisdiction applicable to the Guarantors. Notwithstanding anything herein to the contrary, nothing herein shall restrict the Guarantors' right to contest whether the termination fee is due under the terms of the SPA.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other guarantorsguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Lender Creditor Party) of the liability of the BorrowerBorrower (other than 133 1" = "1" "US 170437103" "" US 170437103 the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right requirement to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Creditor Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (gf) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives to and agrees that the maximum extent permitted by applicable law Guarantor’s obligations hereunder shall be unconditional and shall apply irrespective of, and not be in any way affected by, (a) any defense arising by reason of any disability or other defense of the Borrower Purchaser or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Sellers) of the liability of the BorrowerPurchaser other than the defense of payment or performance of the Obligations in full in cash or the release thereof in accordance with the Purchase Agreement and the other Loan Documents; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerPurchaser; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerPurchaser, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party the Sellers whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by any Lender Partythe Sellers; (fe) any defense arising from any law right to revoke this Guaranty (and the Guarantor acknowledges that this Guaranty is continuing in nature and applies to all Obligations, whether existing now or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorin the future); and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law or equitable principles limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As ; provided below, this Guaranty that nothing hereunder shall be governed by, and construed prevent the Guarantor from pursuing in accordance with, the laws of the State of New Yorkan independent action any claim it may have against any person.

Certain Waivers. Each Subsidiary Guarantor waives to the maximum extent permitted by applicable law (ai) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Lender) of the liability of the Borrower; (bii) any defense based on any claim that such Subsidiary Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower; (ciii) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s 's liability hereunder; (div) except as expressly set forth in Paragraph 5(g) below, any right to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Borrower Obligations, or pursue Parexel International Corporation December 20, 2012 any other remedy in the power of any the Lender Party whatsoever; (ev) except as expressly set forth in Paragraph 5(g) below, any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Lender; and (gvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Subsidiary Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Borrower Obligations, and all notices of acceptance of this Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Borrower Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

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

Certain Waivers. Each Guarantor Borrower hereby irrevocably and unconditionally waives (i) promptness and diligence; (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating thereto except to the maximum extent permitted by applicable law otherwise provided herein, (aiii) all notices (other than notices specifically provided for herein or in the other Loan Documents), demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower's obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense arising by reason of requirement that Administrative Agent or any disability Lender protect, secure, perfect or other defense of insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower or any other guarantorsPerson or against any collateral for the Loan, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (dv) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power claim of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now cause a marshaling of Borrower's assets and (vi) all rights of subrogation or hereafter held contribution, whether arising by any Lender Party; (f) any defense arising from any contract or operation of law or regulation otherwise by reason of any jurisdiction payment by Borrower pursuant hereto or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by lawother Loan Documents. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (other than full payment and performance)W) INJUNCTIVE RELIEF, (X) A TRIAL BY JURY, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentmentsNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional ObligationsINCLUDING AN ACTION OF INJUNCTIVE RELIEF. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York8.13.

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of any Lender Partyor the Administrative Agent) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the any Borrower, proceed against or exhaust any security for the ObligationsLiabilities, or pursue any other remedy in the Administrative Agent’s or any Xxxxxx’s power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender PartyLender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any other event affecting any term of an obligation of such GuarantorGuarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Liabilities have been fully performed, and the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full payment and performance)in cash. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the ObligationsLiabilities, and all notices of acceptance of this Guaranty guaranty or of the existence, creation or incurrence of new or additional ObligationsLiabilities. As provided belowThe guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Liabilities or any instrument or agreement evidencing any Liabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Guaranty shall be governed byguaranty, and construed Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New York.foregoing. 8.5

Certain Waivers. Each Guarantor waives to To the maximum fullest extent permitted by applicable law Law, each Guarantor hereby expressly and unconditionally waives: (a) any defense arising by reason notice of any disability or other defense of the Borrower or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrowermatters referred to in Section 3 hereof; (b) all notices which may be required by statute, rule of law or otherwise (except as expressly required to be given to the Guarantors by any defense based on Facility Sublease Document) to preserve any claim that such Guarantor’s obligations exceed or are more burdensome than those rights against the Guarantors hereunder, including notice of the Borroweracceptance of this Guaranty by the Guaranty Beneficiary, or the creation, renewal, extension, modification or accrual of the Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest or nonpayment of any damages or other amounts payable under any Facility Sublease Document or any Operative Document; (c) any requirement for the benefit enforcement, assertion or exercise of any statute right, remedy, power or privilege under or in respect of limitations affecting such Guarantor’s liability hereunderany Facility Sublease Document or any Operative Document, including diligence in collection or protection of or realization upon or in respect of the Obligations or any part thereof; (d) any requirement of diligence; (e) the occurrence of every other condition precedent to which such Guarantor or any Guaranty Beneficiary may otherwise be entitled, except as provided in any Facility Sublease Document or any Operative Document; (f) any requirement to mitigate the damages resulting from a default or termination under any Facility Sublease Document or any Operative Document, except that this shall not relieve the Guaranty Beneficiary of any such obligation; and (g) the right to require the Guaranty Beneficiary to proceed against the BorrowerGuaranteed Party or any other Person liable on the Obligations, to proceed against or exhaust security held from any security for the ObligationsGuaranteed Party or any other Person, or to pursue any other remedy in the Guaranty Beneficiary’s power whatsoever, and each Guarantor waives the right to have the property of any Lender the Guaranteed Party whatsoever; (e) any benefit first applied to the discharge of and the Obligations. The Guaranty Beneficiary may, at its election, exercise any right or remedy it might have against the Guaranteed Party or any security held by the Guaranty Beneficiary, including the right to participate foreclose upon any such security by judicial or nonjudicial sale, without affecting or impairing in any security now way the liability of either Guarantor hereunder, except to the extent the Obligations have been paid or hereafter held by any Lender Party; (f) satisfied, and each Guarantor waives any defense arising from any law out of the absence, impairment or regulation loss of any jurisdiction right of reimbursement, contribution or any other event affecting any term of an obligation right or remedy of such Guarantor; and (g) to Guarantor against the fullest extent permitted Guaranteed Party or any such security, whether resulting from such election by lawthe Guaranty Beneficiary, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)otherwise. Each Guarantor expressly waives to assumes the maximum extent permitted by applicable law responsibility for being and keeping informed of the financial condition of the Guaranteed Party and of all setoffs and counterclaims and all presentments, demands for payment or performance, notices other circumstances bearing upon the risk of nonpayment or nonperformance, protests, notices nonperformance of protest, notices the Obligations and agrees that the Guaranty Beneficiary shall not have any duty to advise any Guarantor of dishonor and all other notices information regarding any condition or demands of circumstance or any kind change in such condition or nature whatsoever with respect circumstance. Each Guarantor acknowledges that the Guaranty Beneficiary has not made any representation to the Obligations, and all notices of acceptance of this Guaranty or Guarantor concerning the financial condition of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkGuaranteed Party.

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsBorrower, or the cessation from any cause whatsoever (including any act or omission of any Lender Partyor the Administrative Agent) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the any Borrower, proceed against or exhaust any security for the ObligationsLiabilities, or pursue any other remedy in the Administrative Agent’s or any Xxxxxx’s power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender PartyLender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any other event affecting any term of an obligation of such GuarantorGuarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Liabilities have been fully performed, and the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full payment and performance)in cash. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the ObligationsLiabilities, and all notices of acceptance of this Guaranty guaranty or of the existence, creation or incurrence of new or additional ObligationsLiabilities. As provided belowThe guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Liabilities or any 47 instrument or agreement evidencing any Liabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Guaranty shall be governed byguaranty, and construed Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New York.foregoing. 8.5

Certain Waivers. Each Guarantor waives to of the maximum extent permitted by applicable law undersigned hereby expressly waives: (a) notice of the acceptance by the Administrative Agent or any other Lender Party of this Guaranty, (b) notice of the existence or creation or non-payment of any of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities and (e) any right (except as shall be required by applicable statute and cannot be waived) to require any Lender Party to (i) proceed against the Company, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Company, any other guarantor or any other party or (iii) pursue any other remedy in any Lender Party’s power whatsoever. Each of the undersigned waives any defense based on or arising by reason out of any disability or other defense of the Borrower Company, any other guarantor or any other guarantorsparty, other than payment in full of the Liabilities, based on or arising out of the disability of the Company, any other guarantor or any other party, or the validity, legality or unenforceability of the Liabilities or any part thereof from any cause, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based Company other than payment in full of the Liabilities. Each of the undersigned agree that the Lender Parties may, at their election, foreclose on any claim that security held by the Administrative Agent or any other Lender Party by one or more judicial or nonjudicial sales, whether or not every aspect of any such Guarantor’s obligations exceed sale is commercially reasonable (to the extent such sale is permitted by applicable law), or are more burdensome than those exercise any other right or remedy the Lender Parties may have against the Company or any other party, or any security, without affecting or impairing in any way the liability of any of the Borrower; (c) undersigned hereunder except to the benefit extent the Liabilities have been paid. Each of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) undersigned waives any defense arising from any law or regulation out of any jurisdiction such election by the Lender Parties, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such undersigned against the Company or any other event affecting party or any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New Yorksecurity.

Certain Waivers. Each Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsGuarantors, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Secured Parties) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Secured Parties to proceed against the Borrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the Secured Parties’ power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Partythe Secured Parties; (f) any fact or circumstance related to the Secured Obligations which might otherwise constitute a defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation to the obligations of such Guarantor; Guarantors under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Secured Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each Guarantor of the Guarantors expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and construed in accordance with, the laws each of the State Guarantors hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of New Yorkthe foregoing.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Secured Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (gf) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties sureties. Notwithstanding the foregoing, each Guarantor agrees that its obligations under and in respect of this guarantee shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): (i) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any renewal, extension or acceleration of, or any increase in the amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents; (iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Document, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Obligations; (iv) any change, reorganization or termination of the corporate structure or existence of the Borrower or any other Loan Party or any of their Subsidiaries and any corresponding restructuring of the Obligations; (v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitution for, the Obligations, or any subordination of the Obligations to any other obligations; (vi) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all collateral securing, or purporting to secure, the Obligations or any other impairment of such collateral; (vii) any exercise of remedies with respect to any security for the Obligations (including, without limitation, any collateral, including the Collateral, securing or purporting to secure any of the Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Guarantor would otherwise have, and without limiting the generality of the foregoing or any other provisions hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to such Guarantor under applicable Law; and (viii) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any Guarantor for the Obligations, or of any such Guarantor under the guarantee contained in this Article X or of any security interest granted by any Guarantor, whether in a proceeding under any Debtor Relief Law or in any other instance (other than the indefeasible payment in full payment and performanceof the Obligations). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor hereby waives to the --------------- maximum extent permitted by applicable law Governing Law, for the benefit of the Holders: (a) any right to require the Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) proceed against or exhaust any security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any other guarantors, agreement or instrument relating thereto or by reason of the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the BorrowerIssuer from any cause other than payment in full of the Obligations; (bc) any defense based on upon any claim statute or rule of law which provides that such Guarantor’s obligations exceed or are the obligation of a surety must be neither larger in amount nor in other respects more burdensome than those that of the Borrowerprincipal; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior EXECUTION VERSION which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunderhereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Holders protect, secure, perfect or insure any security interest or lien or any property subject thereto; (df) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any right action or inaction, including acceptance of this Guaranty, notices of default under this Agreement or the Note or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to proceed against the Borrower, proceed against or exhaust Issuer and notices of any security for of the Obligations, or pursue any other remedy matters referred to in the power of any Lender Party whatsoever; (e) any benefit of preceding paragraph and any right to participate in consent to any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthereof; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting which limit the liability of or exonerating exonerate guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to sureties, or which may conflict with the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkGuaranty.

Certain Waivers. Each Guarantor Mobile Energy waives to the maximum extent permitted by applicable law (a) any defense arising by reason requirement, and any right to require, that any right or power be exercised or any action be taken against the Company, any other guarantor or any collateral for the Guaranteed Obligations or any guaranty thereof, (b) all defenses to, and all setoffs, counterclaims and claims of recoupment against, the Guaranteed Obligations that may at any time be available to the Company or any guarantor, (c) (i) notice of acceptance of and intention to rely on this Guaranty, (ii) notice of the issuance of any disability or other defense Tax-Exempt Indenture Securities under the Tax-Exempt Indenture and of the Borrower incurrence or renewal of any other guarantorsGuaranteed Obligations, (iii) notice of any of the matters referred to in Section 8.7 and (iv) all other notices that may be required by Law or the cessation from otherwise to preserve any cause whatsoever (rights against Mobile Energy under this Guaranty, including any act or omission notice of any Lender Partydefault, demand, dishonor, presentment and protest, (d) of the liability of the Borrower; diligence, (be) any defense based on upon, arising out of or in any way related to (i) any claim that such Guarantor’s obligations exceed any sale or are more burdensome than those other disposition of any collateral for the Guaranteed Obligations or any guaranty thereof was not conducted in a commercially reasonable fashion or that a public sale, should the IDB, the Tax-Exempt Indenture Trustee or the Collateral Agent (as the case may be), have elected to so proceed, was, in and of itself, not a commercially reasonable method of sale, (ii) any claim that any election of remedies by the IDB, the Tax-Exempt Indenture Trustee or the Collateral Agent (as the case may be) including the exercise by the IDB, the Tax-Exempt Indenture Trustee or the Collateral Agent (as the case may be), of any rights against any collateral, impaired, reduced, released or otherwise extinguished any right that Mobile Energy might otherwise have had against the Company or any other guarantor or against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in any way related to any of the Borrower; matters referred to in Section 8.7 and (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (div) any right to proceed claim that this Guaranty should be strictly construed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of Tax-Exempt Indenture Trustee and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and ALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, BUT FOR THIS CLAUSE (g) to the fullest extent permitted by lawf), any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkBE AVAILABLE TO MOBILE ENERGY AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS HEREUNDER.

Certain Waivers. Each Guarantor Mobile Energy waives to the maximum extent permitted by applicable law (a) any defense arising by reason requirement, and any right to require, that any right or power be exercised or any action be taken against the Company, any other guarantor or any collateral for the Guaranteed Obligations or any guaranty thereof, (b) all defenses to, and all set offs, counterclaims and claims of recoupment against, the Guaranteed Obligations that may at any time be available to the Company or any guarantor, (c) (i) notice of acceptance of and intention to rely on this Guaranty, (ii) notice of the issuance of any disability or other defense Securities under this Indenture and of the Borrower incurrence or renewal of any other guarantorsGuaranteed Obligations, (iii) notice of any of the matters referred to in Section 14.7 and (iv) all other notices that may be required by Law or the cessation from otherwise to preserve any cause whatsoever (rights against Mobile Energy under this Guaranty, including any act or omission notice of any Lender Partydefault, demand, dishonor, presentment and protest, (d) of the liability of the Borrower; diligence, (be) any defense based on upon, arising out of or in any way related to (i) any claim that such Guarantor’s obligations exceed any sale or are more burdensome than those other disposition of any collateral for the Guaranteed Obligations or any guaranty thereof was not conducted in a commercially reasonable fashion or that a public sale, should the Trustee or the Collateral Agent (as the case may be), have elected to so proceed, was, in and of itself, not a commercially reasonable method of sale, (ii) any claim that any election of remedies by the Trustee or the Collateral Agent (as the case may be), including the exercise by the Trustee or the Collateral Agent (as the case may be) of any rights against any collateral, impaired, reduced, released or otherwise extinguished any right that Mobile Energy might otherwise have had against the Company or any other guarantor or against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in any way related to any of the Borrower; matters referred to in Section 14.7 and (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (div) any right to proceed claim that this Guaranty should be strictly construed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of Trustee and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and ALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, BUT FOR THIS CLAUSE (g) to the fullest extent permitted by lawf), any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)BE AVAILABLE TO MOBILE ENERGY AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS HEREUNDER. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.77

Certain Waivers. Each (a) The Guarantor waives to the maximum extent permitted by applicable law (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Secured Parties) of the liability of the any Borrower; (bii) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (ciii) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (div) any right to require any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power of any Lender Party whatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Secured Parties; and (gvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “ principal ” include each of HIL and Holdings and references to the “ creditor ” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Guaranty Agreement shall be governed by, and shall be construed and enforced in accordance with, with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. Each (a) The Guarantor waives to the maximum extent permitted by applicable law (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Secured Parties) of the liability of the any Borrower; (bii) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (ciii) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (div) any right to require any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power of any Lender Party whatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Secured Parties; and (gvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “principal” include each of HIL and Holdings and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Guaranty Agreement shall be governed by, and shall be construed and enforced in accordance with, with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender PartyBeneficiary) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrowerany Borrower or any other Guarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender Partyother Beneficiary; (f) any defense arising from based on any law claim that the liability and obligations of such Guarantor hereunder were released, discharged, limited or regulation otherwise affected by: (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any jurisdiction Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrowers or any Guarantor under the Documents other than upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Obligations or any of the Documents, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of either Borrower, any Guarantor or any other event Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting either Borrower, any term Guarantor or any other Person or their respective assets, (v) the existence of an obligation any set-off, counterclaim, claim or other right which either Borrower or any Guarantor may have at any time against the Beneficiaries or any other Person, whether in connection with the Credit Agreement, this Guaranty or any other Document or which may be available to or asserted by any Guarantor or any Borrower against a Beneficiary or any of its affiliates, (vi) any provision of applicable Law purporting to prohibit or limit the payment by either Borrower or any Guarantor, as applicable, of any Obligation, and the foregoing is hereby waived by each Guarantor to the extent permitted under applicable Law, (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other Person on behalf of a Beneficiary to payment of the Obligations, (viii) any release, substitution or addition of any other Guarantor of the Obligations, (ix) any failure of any Beneficiary or any other Person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guaranty, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against either Borrower, any Guarantor or any other Person, or to apply or exhaust any security held from either Borrower, any other Guarantor or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of either Borrower, any Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of either Borrower, any Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of either Borrower, any Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of either Borrower, any Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under applicable Law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to either Borrower or any Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such Guarantorproperty, or (xv) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against either Borrower, any Guarantor or any other Person, including any discharge or bar against collection of any of the Obligations; and (g) to the fullest extent permitted by lawapplicable Law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties (other than sureties, except for the indefeasible payment in full payment and performance)of the Obligations. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Secured Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (gf) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties sureties. Notwithstanding the foregoing, each Guarantor agrees that its obligations under and in respect of this guarantee shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): (i) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any renewal, extension or acceleration of, or any increase in the amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents; (iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Document, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Obligations; (iv) any change, reorganization or termination of the corporate structure or existence of the Borrower or any other Loan Party or any of their Subsidiaries and any corresponding restructuring of the Obligations; (v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitution for, the Obligations, or any subordination of the Obligations to any other obligations; (vi) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all collateral securing, or purporting to secure, the Obligations or any other impairment of such collateral; (vii) any exercise of remedies with respect to any security for the Obligations (including, without limitation, any collateral, including the Collateral, securing or purporting to secure any of the Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Guarantor would otherwise have, and without limiting the generality of the foregoing or any other provisions hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to such Guarantor under applicable Law; and (viii) 129 any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any Guarantor for the Obligations, or of any such Guarantor under the guarantee contained in this Article X or of any security interest granted by any Guarantor, whether in a proceeding under any Debtor Relief Law or in any other instance (other than the indefeasible payment in full payment and performanceof the Obligations). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives to To the maximum fullest extent permitted by applicable law Law, each of the Guarantors hereby expressly and unconditionally waives: (a) any defense arising by reason notice of any disability or other defense of the Borrower or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrowermatters referred to in Section 3 hereof; (b) all notices which may be required by statute, rule of law or otherwise (except as expressly required to be given to the Guarantors by any defense based on Facility Sublease Document) to preserve any claim that such Guarantor’s obligations exceed or are more burdensome than those rights against the Guarantors hereunder, including notice of the Borroweracceptance of this Guaranty by the Guaranty Beneficiary, or the creation, renewal, extension, modification or accrual of the Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest or nonpayment of any damages or other amounts payable under any Facility Sublease Document or any Operative Document; (c) any requirement for the benefit enforcement, assertion or exercise of any statute right, remedy, power or privilege under or in respect of limitations affecting such Guarantor’s liability hereunderany Facility Sublease Document or any Operative Document, including diligence in collection or protection of or realization upon or in respect of the Obligations or any part thereof; (d) any requirement of diligence; (e) the occurrence of every other condition precedent to which such Guarantor or any Guaranty Beneficiary may otherwise be entitled, except as provided in any Facility Sublease Document or any Operative Document; (f) any requirement to mitigate the damages resulting from a default or termination under any Facility Sublease Document or any Operative Document, except that this shall not relieve the Guaranty Beneficiary of any such obligation; and (g) the right to require the Guaranty Beneficiary to proceed against any Guaranteed Party or any other Person liable on the BorrowerObligations, to proceed against or exhaust security held from any security for the ObligationsGuaranteed Party or any other Person, or to pursue any other remedy in the Guaranty Beneficiary’s power whatsoever, and each Guarantor waives the right to have the property of any Lender Guaranteed Party whatsoever; (e) any benefit first applied to the discharge of and the Obligations. The Guaranty Beneficiary may, at its election, exercise any right or remedy it might have against any Guaranteed Party or any security held by the Guaranty Beneficiary, including the right to participate foreclose upon any such security by judicial or nonjudicial sale, without affecting or impairing in any security now way the liability of either Guarantor hereunder, except to the extent the Obligations have been paid or hereafter held by any Lender Party; (f) satisfied, and each Guarantor waives any defense arising from any law out of the absence, impairment or regulation loss of any jurisdiction right of reimbursement, contribution or any other event affecting any term of an obligation right or remedy of such Guarantor; and (g) to Guarantor against any Guaranteed Party or any such security, whether resulting from such election by the fullest extent permitted by lawGuaranty Beneficiary, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)otherwise. Each Guarantor expressly waives to assumes the maximum extent permitted by applicable law responsibility for being and keeping informed of the financial condition of each Guaranteed Party and of all setoffs and counterclaims and all presentments, demands for payment or performance, notices other circumstances bearing upon the risk of nonpayment or nonperformance, protests, notices nonperformance of protest, notices the Obligations and agrees that the Guaranty Beneficiary shall not have any duty to advise any Guarantor of dishonor and all other notices information regarding any condition or demands of circumstance or any kind change in such condition or nature whatsoever with respect circumstance. Each Guarantor acknowledges that the Guaranty Beneficiary has not made any representation to the Obligations, and all notices of acceptance of this Guaranty or Guarantor concerning the financial condition of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkGuaranteed Parties.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsGuarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender PartyLender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against the BorrowerBorrower or any other Guarantor or any other guarantor, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction the Agent or any other event affecting any term of an obligation of such GuarantorLender; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full sureties; provided, the foregoing shall not constitute a waiver of the defense of payment to the extent, and performance)solely with respect to, amounts that have been indefeasibly paid, and required obligations that have been performed, in each case, in full, in accordance with the Credit Agreement. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law Legal Requirements, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including: (a) any defense arising law limiting remedies under an obligation secured by reason a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage or deed of trust, and all defenses based on any loss whether as a result of any disability such sale or other defense of the Borrower or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrowerotherwise; (b) any defense based on right to require Lender to proceed against Pledged Company or any claim that such Guarantorother Person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s obligations exceed or are more burdensome than those of the Borrowerpower before proceeding against Pledgor; (c) any defense that may arise by reason of the benefit incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor, Pledged Company or any other Person or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any statute of limitations affecting such Guarantor’s liability hereunderPledgor, Pledged Company or any other Person; (d) any right to proceed enforce any remedy that Lender may have against the Borrower, proceed against Pledged Company or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of Person and any right to participate in any security now or hereafter held by Lender until the Obligations have been paid and the covenants of the Financing Documents have been performed in full; (e) any right to require Lender Partyto give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Financing Agreement or any of the Financing Documents; (f) any defense arising from any law right to assert the bankruptcy or regulation insolvency of any jurisdiction Pledged Company or any other event affecting Person as a defense hereunder or as the basis for rescission hereof and any term defense arising because of an obligation Lender’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law; (g) subject to Section 8.9, any right under any law purporting to reduce Pledgor’s obligations hereunder if the Obligations are reduced other than as a result of payment of such GuarantorObligations; (h) any defense based on the repudiation of the Financing Documents by Pledged Company or any other Person, the failure by Lender to enforce any claim against Pledgor, Pledged Company or any other Person or the unenforceability in whole or in part of any Financing Documents; (i) all suretyship and guarantor’s defenses generally; (j) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by Lender of, this Agreement; (k) any defense based upon an election of remedies by Lender, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against Pledged Company or another Person for reimbursement, or both; (l) any defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (m) any defense based on any act, failure to act, delay or omission whatsoever on the part of Pledged Company or any of its Affiliates or the failure by Pledged Company or any of its Affiliates to do any act or thing or to observe or perform any covenant, condition or agreement to be observed or performed by it under the Financing Documents, (n) any defense, setoff or counterclaim which may at any time be available to or asserted by Pledged Company or any of its Affiliates against Lender or any other Person under the Financing Documents; (o) any duty on the part of Lender to disclose to Pledgor any facts Lender may now or hereafter know about Pledged Company or any of its Affiliates, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume, or have reason to believe that such facts are unknown to Pledgor, or have a reasonable opportunity to communicate such facts to Pledgor; (p) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Financing Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Financing Documents; and (gq) to the fullest extent permitted by law, any and all other defenses defense based upon any borrowing or benefits that may be derived from or afforded by applicable law limiting the liability grant of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or a security interest under Section 364 of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkBankruptcy Law.

Certain Waivers. Each Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Credit Party) of the liability of the Borrower; (b) any defense based on any claim that ​ ​ ​ ​ such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require Administrative Agent or any other Credit Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in Administrative Agent’s or any other Credit Party’s power whatsoever and any defense based upon the power doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by Administrative Agent or any Lender other Credit Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation to the obligations of such Guarantor; Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and construed each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

Certain Waivers. Each Guarantor hereby waives to the maximum extent permitted by applicable law Governing Law, for the benefit of the Holders: (a) any right to require the Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) proceed against or exhaust any security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any other guarantors, agreement or instrument relating thereto or by reason of the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the BorrowerIssuer from any cause other than payment in full of the Obligations; (bc) any defense based on upon any claim statute or rule of law which provides that such Guarantor’s obligations exceed or are the obligation of a surety must be neither larger in amount nor in other respects more burdensome than those that of the Borrowerprincipal; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunderhereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Holders protect, secure, perfect or insure any security interest or lien or any property subject thereto; (df) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any right action or inaction, including acceptance of this Guaranty, notices of default under this Agreement or the Note or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to proceed against the Borrower, proceed against or exhaust Issuer and notices of any security for of the Obligations, or pursue any other remedy matters referred to in the power of any Lender Party whatsoever; (e) any benefit of preceding paragraph and any right to participate in consent to any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthereof; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting which limit the liability of or exonerating exonerate guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to sureties, or which may conflict with the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkGuaranty.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorswaives, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentmentspromptness, demands for payment or performancediligence, notices of nonpayment or nonperformancepresentment, protestsdemand, notices of protest, notices notice of dishonor acceptance, notice of Guaranteed Obligations incurred and all other notices or demands of any kind kind, other than demand for payment or nature whatsoever performance hereunder, and, subject to Section 4 below, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of Guarantor’s assets or any other Person primarily or secondarily liable with respect to the Obligationsany Guaranteed Obligation, and all notices of acceptance of this Guaranty or suretyship defenses generally. Without limiting the generality of the existenceforegoing but subject to the terms of Section 2 above, creation Guarantor agrees that its obligations hereunder shall not be released or incurrence of new discharged, in whole or additional Obligations. As provided in part, or otherwise affected by, (i) subject to Section 4 below, this Guaranty shall be governed by, and construed in accordance with, the laws failure of Buyer or any Buyer Indemnitee to assert any claim or demand or to enforce any right or remedy against Seller or any other Person primarily or secondarily liable with respect to any of the State Guaranteed Obligations (except to the extent that such failure operates as an express and complete bar under the Purchase Agreement or Section 2 above); (ii) any extensions, compromises, consolidations or renewals of New Yorkany of the Guaranteed Obligations; (iii) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescissions, waivers, compromises, consolidations, amendments or modifications of any of the terms or provisions of the Purchase Agreement or any Ancillary Agreement; (iv) the addition, substitution or release of any Person primarily or secondarily liable for any of the Guaranteed Obligations; or (v) subject to Section 4 below, any other act or omission which might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a release or discharge of Guarantor, all of which may be done without notice to Guarantor.

Certain Waivers. Each Guarantor The Borrower waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other guarantorsForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender other Secured Party) of the liability of the Borrowerany Loan Party or any Foreign Swap Obligor; (b) any defense based on any claim that such Guarantorthe Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the BorrowerGuarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting such Guarantorthe Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrowerany other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any other Secured Parties’ power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction the Administrative Agent or any other event affecting any term of an obligation of such GuarantorSecured Party; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor The Borrower expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Subsidiary Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Subsidiary Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives to To the maximum extent permitted by applicable law Laws, the Guarantors waive (a) any defense arising by reason of any disability or other similar defense of the Borrower any Borrower, any other Guarantor or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the any Borrower; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder; (d) any right to require any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Partythe Secured Parties; and (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties sureties, in each case, other than (i) a defense of payment or performance in full of the Obligations (other than full payment and performance)contingent indemnification or expense reimbursement obligations for which no claim has been made) or (ii) any defense arising as a result of any action or inaction on the part of the Administrative Agent or any Lender constituting gross negligence or willful misconduct. Each Guarantor expressly waives Subject to the maximum immediately preceding paragraph and to the extent permitted by applicable law Laws, the Guarantors expressly waive all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “principal” include each Borrower and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantors waive all rights and defenses (i) available to the Guarantors by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantors may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantors’ rights of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Guaranty Agreement shall be governed by, and shall be construed and enforced in accordance with, with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. (a) Each Guarantor waives to the maximum extent permitted by applicable law (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Secured Parties) of the liability of the any Borrower; (bii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (ciii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (div) any right to require any Secured Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power of any Lender Party whatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Secured Parties; and (gvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “ principal ” include each of HIL and Holdings and references to the “ creditor ” include each Secured Party. In accordance with Section 2856 of the California Civil Code, each Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to such Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, to any other Guarantor or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in any case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed such Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Guaranty Agreement shall be governed by, and shall be construed and enforced in accordance with, with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other guarantorsguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender PartyLender) of the liability of the BorrowerBorrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right requirement to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent or any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction the Administrative Agent or any other event affecting any term of an obligation of such GuarantorLender; and (gf) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating 109 guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsLoan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Guaranteed Party) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Guaranteed Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender Guaranteed Party whatsoeverwhatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Guaranteed Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; the Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and construed the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

Certain Waivers. Each Guarantor hereby waives to the maximum extent permitted by applicable law law, for the benefit of the Holders: (a) any right to require the Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iii) pursue any other remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any other guarantors, agreement or instrument relating thereto or by reason of the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the BorrowerIssuer from any cause other than payment in full of the Obligations; (bc) any defense based on upon any claim statute or rule of law which provides that such Guarantor’s obligations exceed or are the obligation of a surety must be neither larger in amount nor in other respects more burdensome than those that of the Borrowerprincipal; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunderhereunder or the enforcement hereof, and (iii) any rights to set-offs, recoupments and counterclaims; (df) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any right action or inaction, including acceptance of this Guaranty, notices of default under this Agreement or the Subordinated Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to proceed against the Borrower, proceed against or exhaust Issuer and notices of any security for of the Obligations, or pursue any other remedy matters referred to in the power of any Lender Party whatsoever; (e) any benefit of preceding paragraph and any right to participate in consent to any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthereof; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting which limit the liability of or exonerating exonerate guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to sureties, or which may conflict with the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkGuaranty.

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

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason Except as otherwise expressly provided herein, the Borrowers hereby waive promptness, diligence, presentment, demand, protest, notice of any disability and all advances of the Loan made under this Agreement and the Note, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement or any of the other Loan Documents), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Lender under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement and the other such Loan Documents. The Borrowers hereby waive all defenses which may be available by virtue of any valuation, stay, moratorium law or other defense of the Borrower similar law now or any other guarantorshereafter in effect, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against require the Borrowermarshaling of assets of the Borrowers and any other entity or Person primarily or secondarily liable with respect to any of such Obligations, proceed against and all suretyship defenses generally. The Borrowers hereby assent to, and waive notice of, any extension or exhaust any security postponement of the time for the Obligationspayment, or pursue place or manner for payment, compromise, refinancing, consolidation or renewals of any of such Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other remedy action or acquiescence by the Lender at any time or times in respect of any default by the Borrowers in the power performance or satisfaction of any Lender Party whatsoever; (e) any benefit term, covenant, condition or provision of this Agreement and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any the other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by lawLoan Documents, any and all other defenses indulgences whatsoever by the Lender in respect of any of the Obligations hereunder, and the taking, addition, substitution or benefits that may be derived from release, in whole or afforded by applicable law in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of the Borrowers or any other entity or Person primarily or secondarily liable for any such Obligation. Without limiting the liability generality of the foregoing, the Borrowers assent to any other action or exonerating guarantors delay in acting or sureties (other than full payment failure to act on the part of the Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy which might, but for the provisions of this Section 3.04, afford grounds for terminating, discharging or relieving the Borrowers, in whole or in part, from any of their obligations under this Section 3.04, it being the intention of the Borrowers that, so long as any of such Obligations hereunder remains unsatisfied, the obligations of the Borrowers under this Section 3.04 shall not be discharged except by performance and performance). Each Guarantor expressly waives then only to the maximum extent permitted of such performance. The Obligations of the Borrowers under this Section 3.04 shall not be diminished or rendered unenforceable by applicable law all setoffs and counterclaims and all presentmentsany winding up, demands for payment reorganization, arrangement, liquidation, reconstruction or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever similar proceeding with respect to the Obligations, and all notices of acceptance of this Guaranty Borrowers or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkLender.

Certain Waivers. Each The Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender other Secured Party) of the liability of the BorrowerBorrower other than indefeasible payment and performance in full of the Guaranteed Obligations; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the Administrative Agent’s or any other Secured Party’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction the Administrative Agent or any other event affecting any term of an obligation of such GuarantorSecured Party; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty that pertain to California law are included solely out of an abundance of caution and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (alaw(a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender Party) of the liability of the any Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of Administrative Agent’s or any Lender Party whatsoeverParty’s power whatsoever and any defense based upon the doctrine of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; the Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and construed the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law acknowledges and agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any collateral securing the Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any co-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Article IV or (iii) as a result or related to any other circumstance that might constitute a defense of the any Borrower or any other guarantorsGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) it will not assert any right to proceed claims or set-off rights that such Guarantor may have and (e) nothing contained herein shall prevent or limit action being taken against the BorrowerBorrowers hereunder, proceed against under the other Credit Documents or exhaust the other documents and agreements relating to the Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, or pursue any other remedy in except through the power exercise of any Lender Party whatsoever; (e) any benefit rights of subrogation pursuant to Section 4.02 and any right through the exercise of rights of contribution pursuant to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkSection 4.06.

Certain Waivers. Each (a) Holdings and each Subsidiary Guarantor waives waives, to the maximum fullest extent permitted by applicable law law, (ai) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the BorrowerBorrowers; (bii) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (ciii) the benefit of any statute of limitations affecting such Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require any Lender Party to proceed against the any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (gvi) to the fullest extent permitted by law, any and all other defenses (other than a defense of payment in full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment sureties. Holdings and performance). Each each Subsidiary Guarantor expressly waives waives, to the maximum fullest extent permitted by applicable law law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Obligations. As provided below, except as otherwise expressly set forth in this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkAgreement.

Certain Waivers. Each Guarantor waives to guarantees that the maximum extent permitted by Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever. The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor (other than full payment and performance), or the cessation from any cause whatsoever (including any act or omission of any Lender Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) any defense, set off, claim or counterclaim (other than indefeasible payment Form of Guaranty and performance in full) which may at any time be available to or be asserted by any Loan Party or any other Person against any Secured Party; (d) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (de) any right to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any other Secured Party’s power of any Lender Party whatsoever; (ef) any benefit of and any right to participate in any security now or hereafter held by the Agent or any Lender other Secured Party; (fg) any defense arising from any law change in (i) the amount, interest rate or regulation due date or other term of any jurisdiction of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document or any other event affecting document, instrument or agreement evidencing or relating to any term Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, any Guarantied Document or any assignment or transfer of an obligation any Guarantied Document; (h) any lack of validity or enforceability of any Guarantied Document or any assignment or transfer of any Guarantied Document; (i) any furnishing to any of the Secured Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations; (j) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party; (k) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (l) any act or failure to act by any Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against any other Loan Party or any other Person to recover payments made under this Guaranty; (m) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Guarantied Obligations; (n) any application of sums paid by any Loan Party or any other Person with respect to the liabilities of any Loan Party to any of the Secured Parties, regardless of what liabilities of the Borrower remain unpaid; (o) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; (p) any change in the corporate existence, structure or ownership of any Loan Party; (q) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; (r) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; and (gs) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed byincluding but not limited to the benefits of N.C. General Statutes §§ 26‑7 through 26‑9 inclusive, and construed in accordance withas amended, the laws of the State of New Yorkor any similar statute.

Certain Waivers. Each Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Lenders) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Lenders to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in each Lender’s power whatsoever and any defense based upon the power doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Partythe Lenders; (f) any fact or circumstance related to the Obligations which might otherwise constitute a defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation to the obligations of such Guarantor; Guarantor under this Guaranty and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and construed each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

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

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorsGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Guaranteed Party) of the liability of any Borrower other than indefeasible payment and performance in full of the Borrower; Guaranteed Obligations, (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; , (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; , (d) any right to proceed, or to require any Guaranteed Party to proceed against the any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender Guaranteed Party whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; Guaranteed Party and (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower Company or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender PartyHolders) of the liability of the BorrowerCompany other than indefeasible payment and performance in full of the Guaranteed Obligations; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerCompany; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Holders to proceed against the Borrower, proceed against or exhaust any security for the Obligations, Company or pursue any other remedy in the any Holder’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (ge) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty that pertain to California law are included solely out of an abundance of caution and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s 's liability hereunder; (d) any right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the ObligationsIndebtedness, or pursue any other remedy in the Lender 's power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Lender; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed byincluding but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, ss.17.001 of the Texas Civil Practice and Remedies Code, and construed in accordance with, the laws Rule 31 of the State Texas Rules of New YorkCivil Procedure, or any similar statute. The failure to give notice of the occurrence of any of the events or actions referred to herein, notice of any Default or Event of Default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Borrower, Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations (and the parties intend that Guarantor shall not be considered a "Debtor" as defined in Section 9.102 of the Texas Business and Commerce Code for the purpose of notices required to be given to a Debtor under such code).

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law The Guarantors waive: (a) any defense arising by reason of any disability or other defense of the Borrower right to require the Seller to proceed against the Buyer or any other guarantorsobligor, to proceed against or exhaust any collateral or to pursue any other remedy in the cessation from any cause Seller’s power whatsoever (including any act or omission of any Lender Party) and the right to have the property of the liability Buyer or any other obligor first applied to the discharge of the BorrowerGuaranteed Obligations; (b) any defense based on any claim that such Guarantorall rights and benefits under applicable law purporting to reduce a guarantor’s obligations exceed in proportion to the obligation of the principal or are providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than those that of the Borrowerprincipal; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guaranteed Obligations or the Guarantors’ liability hereunder; (d) any right requirement of marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Seller, even though that election of remedies, such as nonjudicial foreclosure with respect to proceed the security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoeverBuyer; (e) any benefit of and any right to participate in assert against the Seller any security defense (legal or equitable), set-off, counterclaim and other right that the Guarantors may now or at any time hereafter held by have against the Buyer or any Lender Partyother obligor; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices acceptance and notice of dishonor acceptance of this Guaranty, and all other notices or demands of any kind or nature whatsoever with respect to the Obligationskind, and all notices of acceptance of this Guaranty or including (i) notice of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by(ii) notice of any action taken or omitted by the Seller in reliance hereon, and construed in accordance with(iii) notice of any default by any obligor, the laws (iv) notice that any portion of the State Guaranteed Obligations is due, (iv) notice of New Yorkany action against any obligor, or any enforcement of other action with respect to any collateral, or the assertion of any right of the Seller hereunder; (g) any rights, defenses and other benefits the Guarantors may have by reason of any failure of the Seller to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with applicable law in connection with a disposition of collateral; and (h) all defenses that at any time may be available to the Guarantors by virtue of any valuation, stay, moratorium or other law now or hereafter in effect and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF APPLICABLE LAW. For the avoidance of doubt, nothing herein shall obligate the Guarantors to make any payment which is illegal for the Guarantors to have made under any law, regulation or order now or hereafter in effect in any jurisdiction applicable to the Guarantors. Notwithstanding anything herein to the contrary, nothing herein shall restrict the Guarantors’ right to contest whether the termination fee is due under the terms of the SPA.

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

Certain Waivers. Each Guarantor Credit Party hereby irrevocably and unconditionally waives to the maximum extent permitted by applicable law (ai) any defense arising by reason promptness and diligence, (ii) notice of any disability actions taken by Administrative Agent or any Lender hereunder or under any other defense of the Borrower Credit Document or any other guarantorsagreement or instrument relating hereto or thereto except to the extent otherwise provided herein, or (iii) all other notices, demands and protests, and all other formalities of every kind, in connection with the cessation from any cause whatsoever (including any act or enforcement of a Credit Party's obligations hereunder and under the other Credit Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving any Credit Party of any of its obligations hereunder or under the other Credit Documents, (iv) any requirement that Administrative Agent or any Lender Party) of the liability of the Borrower; (b) protect, secure, perfect or insure any defense based lien on any claim that such Guarantor’s obligations exceed or are more burdensome than those of collateral for the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower, proceed against Obligations or exhaust any security right or take any action against Borrower, any other Credit Party, Guarantor or any other Person or against any collateral for the Obligations, (v) any right or pursue claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of payment by Borrower pursuant hereto or pursuant to any other remedy in the power of any Lender Party whatsoever; Credit Document. EACH CREDIT PARTY FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER CREDIT DOCUMENTS OR OTHERWISE IN RESPECT OF THE LOANS OR THE CREDIT FACILITY, ANY AND EVERY RIGHT SUCH CREDIT PARTY MAY HAVE TO (eW) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; INJUNCTIVE RELIEF, (fX) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and A TRIAL BY JURY, (gY) to the fullest extent permitted by lawINTERPOSE ANY COUNTERCLAIM THEREIN, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties OTHER THAN A COMPULSORY COUNTERCLAIM, AND/OR (other than full payment and performance)Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Each Guarantor waives each of the following with respect to the maximum extent permitted by applicable law enforceability of this Guaranty: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Guaranteed Party) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender 119 Guaranteed Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives with respect to the maximum extent permitted by applicable law enforceability of this Guaranty all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law Legal Requirements, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including: (a) any defense arising law limiting remedies, including recovery of a deficiency, under an obligation secured by reason a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage or deed of trust, and all defenses based on any loss whether as a result of any disability such sale or other defense of the Borrower or any other guarantors, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrowerotherwise; (b) any defense based on right to require Administrative Agent or the other Secured Parties to proceed against Company or any claim that such Guarantor’s obligations exceed other Person or are more burdensome than those of to proceed against or exhaust any security held by Administrative Agent or the Borrowerother Secured Parties at any time or to pursue any other remedy in Administrative Agent's or any other Secured Party's power before proceeding against Pledgor; (c) any defense that may arise by reason of the benefit incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor, Company or any statute other Person or the failure of limitations affecting such Guarantor’s liability hereunderAdministrative Agent or any other Secured Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor, Company or any other Person; (d) any right to proceed enforce any remedy that Administrative Agent or the other Secured Parties may have against the Borrower, proceed against Company or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender Party whatsoever; (e) any benefit of Person and any right to participate in any security now or hereafter held by Administrative Agent until the Obligations have been paid and the covenants of the Credit Documents have been performed in full; (e) any Lender Partyright to require Administrative Agent to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Credit Agreement or any of the Credit Documents; (f) any defense arising from any law right to assert the bankruptcy or regulation insolvency of any jurisdiction Company or any other event affecting Person as a defense hereunder or as the basis for rescission hereof and any term defense arising because of an obligation Administrative Agent's or any other Secured Party's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; (g) subject to Section 8.9, any right under any law purporting to reduce Pledgor's obligations hereunder if the Obligations are reduced other than as a result of payment of such GuarantorObligations; (h) any defense based on the repudiation of the Credit Documents by Company or any other Person, the failure by Administrative Agent or the Secured Parties to enforce any claim against Pledgor, Company or any other Person or the unenforceability in whole or in part of any Credit Documents; (i) all suretyship and guarantor's defenses generally; (j) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by Administrative Agent of, this Agreement; (k) any requirement on the part of Administrative Agent or the holder of any Notes to mitigate the damages resulting from any default; (l) any defense based upon an election of remedies by Administrative Agent or the other Secured Parties, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against Company or another Person for reimbursement, or both; (m) any defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (n) any defense based on any act, failure to act, delay or omission whatsoever on the part of Company or any of its Affiliates or the failure by Company or any of its Affiliates to do any act or thing or to observe or perform any covenant, condition or agreement to be observed or performed by it under the Credit Documents, (o) any defense, setoff or counterclaim which may at any time be available to or asserted by Company or any of its Affiliates against Administrative Agent, the other Secured Parties or any other Person under the Credit Documents; (p) any duty on the part of Administrative Agent or any other Secured Party to disclose to Pledgor any facts Administrative Agent or any other Secured Party may now or hereafter know about Company or any of its Affiliates, regardless of whether Administrative Agent or any other Secured Party has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume, or have reason to believe that such facts are unknown to Pledgor, or have a reasonable opportunity to communicate such facts to Pledgor; (q) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Credit Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Credit Documents; and (gr) to the fullest extent permitted by law, any and all other defenses defense based upon any borrowing or benefits that may be derived from or afforded by applicable law limiting the liability grant of or exonerating guarantors or sureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or a security interest under Section 364 of the existence, creation or incurrence of new or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New YorkFederal Bankruptcy Code.

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations Secured Party exceed or are more burdensome than those of the Borrower) (other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash); (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or such other Secured Party’s power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender other Secured Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any the Guarantor under this Guaranty (other event affecting any term of an obligation of such Guarantor; than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash) and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the ObligationsGuaranteed Obligations (except to the extent the same is expressly required under the terms of the Loan Documents), and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and construed the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing.

Certain Waivers. Each The Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower any Obligor or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Partythe Lender) of the liability of the Borrowerany Obligor; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerObligors; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require a Secured Party to proceed against one or more of the BorrowerBorrowers or other Obligors, proceed against or exhaust Party to any security for the Guaranteed Obligations, or pursue any other remedy in the any Secured Party’s power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantorthe Secured Parties; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that Amended & Restated Loan Agreement (G&I) Amended & Restated HAT Holdings I Limited Guaranty may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives to of Honeywell and the maximum extent permitted by applicable law (a) Sellers hereby agrees that it shall not make any defense arising claim for indemnification against Purchaser, the Companies or any of their respective Affiliates by reason of any disability the fact that Honeywell and the Sellers were stockholders or other defense agents of the Borrower Companies or any other guarantorsof their Subsidiaries (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or the cessation from otherwise and whether such claim is pursuant to any cause whatsoever (including statute, charter document, bylaw, agreement or otherwise) with respect to any act action, suit, proceeding, complaint, claim or omission of demand brought by any Lender Party) of the liability Purchaser Indemnified Parties against Honeywell or either Seller pursuant to this Agreement, and each of Honeywell and the Borrower; (b) any defense based on Sellers hereby acknowledges and agrees that it shall not have any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to proceed against contribution or indemnity from the BorrowerCompanies or any of their Subsidiaries with respect to any amounts paid by it pursuant to this Agreement. Effective upon the Closing, proceed against or exhaust any security for each of Honeywell and the ObligationsSellers hereby, or pursue any other remedy except as set forth in the power last sentence of any Lender Party whatsoever; (e) any benefit of this Section 5.17, irrevocably waives, releases and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising discharges the Companies and their Subsidiaries from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than full payment Liabilities and performance). Each Guarantor expressly waives obligations to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands it of any kind or nature whatsoever, whether in the capacity as stockholder of the Companies or any of their Subsidiaries or otherwise (including in respect of any rights of contribution or indemnification), and, except as set forth in the last sentence of this Section 5.17, each of Honeywell and the Sellers agrees that it shall not seek to recover any amounts in connection therewith or thereunder from the Companies or any of their Subsidiaries. In no event, except as set forth in the last sentence of this Section 5.17, shall the Companies or any of their Subsidiaries have any liability whatsoever with to Honeywell or the Sellers for any breaches of the representations, warranties, agreements or covenants of Honeywell and the Sellers hereunder, and in any event neither Honeywell nor the Sellers may seek contribution from the Companies or any of their Subsidiaries in respect of any payments required to be made by Honeywell or the Sellers pursuant to this Agreement. Notwithstanding anything contained herein to the Obligationscontrary, and all notices of acceptance of this Guaranty nothing shall preclude Honeywell or the other Seller Indemnified Parties from seeking indemnification or contribution for any Liabilities asserted against Honeywell or its Affiliates for which any of the existenceCompanies or their Subsidiaries is the primary obligor or primarily responsible party (other than any such Liabilities to the extent Honeywell and the Sellers have agreed to indemnify Purchaser under this Agreement), creation or incurrence of new to the extent Purchaser has agreed to indemnify Honeywell and/or the Sellers under this Agreement or additional Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws any of the State other agreements executed and delivered in connection herewith, or from enforcing any payment or other obligations of New Yorkany of the Companies or their Subsidiaries under any commercial, ordinary course Contract on arm’s-length terms to which it and Honeywell or any of its Affiliates (other than the Companies and their Subsidiaries) are parties.

Certain Waivers. Each The Guarantor waives to the maximum fullest extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations Secured Party exceed or are more burdensome than those of the Borrower) (other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash); (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or such other Secured Party’s power whatsoever and any defense based upon the doctrines of any Lender Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender other Secured Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense arising from any law or regulation to the obligations of any jurisdiction or any the Guarantor under this Guaranty (other event affecting any term of an obligation of such Guarantor; than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash) and (g) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full payment and performance)in cash. Each The Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the ObligationsGuaranteed Obligations (except to the extent the same is expressly required under the terms of the Loan Documents), and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this This Guaranty shall not be governed byaffected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and construed the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in accordance with, the laws any way relating to any or all of the State of New Yorkforegoing. 5.

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

Certain Waivers. Each Guarantor The Administrative Borrower waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other guarantorsForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender other Secured Party) of the liability of the Borrowerany Loan Party or any Foreign Swap Obligor; (b) any defense based on any claim that such Guarantorthe Administrative Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the BorrowerGuarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting such Guarantorthe Administrative Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrowerany other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any other Secured Parties’ power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Party; (f) any defense arising from any law or regulation of any jurisdiction the Administrative Agent or any other event affecting any term of an obligation of such GuarantorSecured Party; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties sureties, other than payment in full of all Obligations (other than full payment unasserted contingent obligations not yet due) and performance)termination of all Commitments. Each Guarantor For so long as any Obligations remain outstanding, the Administrative Borrower expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Subsidiary Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Subsidiary Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorsguarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender Guaranteed Party) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those 117 CHAR1\1806478v11CHAR1\1928004v5 of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any Lender Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender Guaranteed Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (gf) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties (other than full payment and performance)sureties. Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.