Common use of Certain Waivers Clause in Contracts

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

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderGuaranteed Party) of the liability of any Borrower; the Borrower other than payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; , (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; , (d) any right to require the Agent or any Lender Guaranteed Party to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any LenderGuaranteed Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; Guaranteed Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Requirement of Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives each of the following with respect to the enforceability of this Guaranty: (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderGuaranteed Party) of the liability of the Borrower or any Borrowerother Loan Party; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any Borrowerother Loan Party; (c) the benefit of any statute of limitations affecting the Guarantors’ any Guarantor’s liability hereunder; (d) any right to require proceed against the Agent Borrower or any Lender to proceed against any Borrowerother Loan Party, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or power of any Lender’s power Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any LenderGuaranteed Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives with respect to the 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 Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any Borrower other Loan Party or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderGuaranteed Parties) of the liability of the Borrower or any Borrowerother Loan Party; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any Borrowerother Loan Party; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Guaranteed Parties to proceed against the Borrower or any Borrowerother Loan Party, proceed against or exhaust any security for any of the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any Lender’s Guaranteed Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lenderthe Guaranteed Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other GuarantorGuarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against the Borrower or any Borrowerother Guarantor or any other guarantor, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties; provided, subject to the Liability Cap, the foregoing shall not constitute a waiver of the defense of payment to the extent, and 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 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 hereof 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.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of any Designated Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent Administrative Agent, the Collateral Agent, any Lender or any LenderL/C Issuer) of the liability of any Designated Borrower; (b) any defense based on any claim that such Guarantors’ the Guarantor’s obligations exceed or are more burdensome than those of any Designated Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent Administrative Agent, the Collateral Agent, any Lender or any Lender L/C Issuer to proceed against any Designated Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s, the Collateral Agent’s, any Lender’s or any LenderL/C Issuer’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the Collateral Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower, any Borrower other Loan Party or any other Guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderCreditor Party) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Creditor Party to proceed against the Borrower or any Borrowerother Loan Party, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or power of any Lender’s power whatsoeverCreditor Party; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any LenderCreditor Party; and (f) to the fullest full 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. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent Administrative Agent, the Collateral Agent, any Lender or any LenderL/C Issuer) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any Borrowerof the Borrowers; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Agent Administrative Agent, the Collateral Agent, any Lender or any Lender L/C Issuer to proceed against any a Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s, the Collateral Agent’s any Lender’s or any LenderL/C Issuer’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lenderthe Administrative Agent, on behalf of itself, the L/C Issuer and the Lenders; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

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

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

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

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderSecured Party) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) subject to Section 10.05, any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or power of any Lender’s power Secured Party whatsoever; (e) subject to Section 10.05, any benefit of and any right to participate in any security now or hereafter held by Agent or any LenderSecured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent permitted under applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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, 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 Commonwealth of Pennsylvania. 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 Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any BorrowerBorrowers; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ ' obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ ' liability hereunder; (d) any right to require the Agent or any Lender to proceed against any BorrowerBorrower or other Guarantor, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s 's or any Lender’s 's power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any such Borrower; (b) any defense based on any claim that such Guarantors’ obligations exceed or are more burdensome than those of any Borrowerthe Borrowers; (c) the benefit of any statute of limitations affecting the Guarantors’ liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment non-payment or nonperformancenon-performance, 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 hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ liability hereunder; (d) any right to require the Agent or any Lender to proceed against any BorrowerBorrower or other Guarantor, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower the Borrower, Parent, or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderCredit Party) of the liability of the Borrower (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any Borrowersuch payment); (b) any defense based on any claim that such Guarantors’ any Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ any Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Credit Parties to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any Lender’s Credit Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lenderthe Credit Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor 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 hereof 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.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ the Guarantor’s obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any the Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, including, but not limited to, any rights and defenses that are or may become available to the Guarantor by reason of Section 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

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

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderSecured Party) of the liability of the Borrower or any Borrowerother Loan Party; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any Borrowerother Loan Party; (c) the benefit of any statute of limitations affecting the Guarantors’ any Guarantor’s liability hereunder; (d) any right to require proceed against the Agent Borrower or any Lender to proceed against any Borrowerother Loan Party, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or power of any Lender’s power Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any LenderSecured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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 it by reason of Sections §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. 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. Notwithstanding anything contained in the foregoing sentence, such waivers by each Guarantor with respect to §§ 2847, 2848 and 2849 of the California Civil Code shall only be effective until the Facility Termination Date.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other GuarantorPerson, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderHolder of Obligations) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ the Guarantor’s obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Holder of Obligations to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any LenderGuarantor’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any LenderHolder of Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

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

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderSecured Party) of the liability of any Borrowerthe Borrowers; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) subject to Section 10.05, any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or power of any Lender’s power Secured Party whatsoever; (e) subject to Section 10.05, any benefit of and any right to participate in any security now or hereafter held by Agent or any LenderSecured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent permitted under applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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, 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 Commonwealth of Pennsylvania. 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 To the fullest extent permitted by applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower the Company or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderLender Party) of the liability of any Borrower; the Company other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any Borrower; the Company, (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; , (d) any right to require the Agent or any Lender Party to proceed against any Borrowerthe Company, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any LenderLender Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; Lender Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent Agent, Collateral Agent, Documentation Agent, or any Lender) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any BorrowerBorrowers; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent Agent, Collateral Agent, Documentation Agent, or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s ’s, Collateral Agent’s, Documentation Agent’s, or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent Agent, Collateral Agent, Documentation Agent, or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ ' obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ ' liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s 's or any Lender’s 's power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; and (f) 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 limiting the liability of or exonerating guarantors or suretiessureties (other the defense of payment and performance in full). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each The Guarantor waives to the extent permitted by Law (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, (other than the defense of final payment in full in cash and performance in full of the Guaranteed Obligations, except for contingent indemnification obligations for which no claim has been asserted), or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ the Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent the Lender; (f) any rights and defenses that are or any Lendermay become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor of Holdings and each Borrower waives (a) any defense arising by reason of any disability or other defense of any Borrower Borrower, any Transaction Obligor or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderSecured Party) of the liability of any BorrowerBorrower or any Transaction Obligor; (b) any defense based on any claim that such GuarantorsHoldings’ or any Borrower’s obligations exceed or are more burdensome than those of any Borrowerother Transaction Obligor; (c) to the extent permitted by law, the benefit of any statute of limitations affecting the GuarantorsHoldings’ or any Borrower’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrowerother Transaction Obligor, proceed against or exhaust any security for any of the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Agent’s or power of any Lender’s power Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any LenderSecured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor of Holdings and each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

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

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Canadian Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderGuaranteed Party) of the liability of any Borrower; the Canadian Borrower other than payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any the Canadian Borrower; , (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; , (d) any right to require the Agent or any Lender Guaranteed Party to proceed against any the Canadian Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any LenderGuaranteed Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; Guaranteed Party, (f) any of the items specified in Section 5 of the Domestic Guaranty and (fg) 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. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof of this Guarantee 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.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ the Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender the Lenders to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any Lender’s Lender ‘s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lenderthe Lenders; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each The Guarantor waives (a) except to the extent provided for in the Credit Agreement, any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ the Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed Obligationsindebtedness, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any the Lender; : and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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 , including but not limited to such Guarantor by reason the benefits of Sections 2787 to 2855, inclusive, 2899 and 3433 Chapter 34 of the California Texas Business and Commerce Code, §17.001 of the Texas Civil Practice and Remedies Code, and Rule 31 of the Texas Rules of Civil Procedure, or any similar statute.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; and (f) 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 limiting the liability of or exonerating guarantors or suretiessureties (other the defense of payment and performance in full). Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Guaranteed Parties to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any Lender’s Guaranteed Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lenderthe Guaranteed Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderLender Parties) of the liability of any Borrowerthe Borrower (other than Payment in Full); (b) any defense based on any claim that such Guarantors’ the Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Parties to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s Lender Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lenderthe Lender Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives 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 hereof 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.

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

Certain Waivers. Each Guarantor of the Guarantors waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other GuarantorGuarantor (in each case, other than defense of payment), or the cessation from any cause whatsoever (including any act or omission of the Agent or any Agent, any L/C Issuer, any Hedge Bank, any Cash Management Bank and any Lender) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunderhereunder consistent with applicable Law; (d) any right to require the Agent or any Lender to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the power of any Agent’s or , any Lender’s power L/C Issuer, any Hedge Bank, any Cash Management Bank and any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter (if any) held by Agent or any Agent, any L/C Issuer, any Hedge Bank, any Cash Management Bank and any Lender; and (f) to the fullest extent permitted by law, any and all other defenses (other than defense of payment) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor of the Credit Parties expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender) of the liability of any Borrowerthe Borrower other than due to the indefeasible payment in full of the Guaranteed Obligations; (b) any defense based on any claim that such Guarantors’ Guarantor's obligations exceed or are more burdensome than those of the Borrower or any Borrowerother guarantor; (c) the benefit of any statute of limitations affecting the Guarantors’ liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s 's or any Lender’s 's power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives 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 hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent Agent, Collateral Agent, Documentation Agent, or any Lender) of the liability of any Borrower; (b) any defense based on any claim that such Guarantors’ obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ liability hereunder; (d) any right to require the Agent Agent, Collateral Agent, Documentation Agent, or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s ’s, Collateral Agent’s, Documentation Agent’s, or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent Agent, Collateral Agent, Documentation Agent, or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed ObligationsDebt, or pursue any other remedy in the Administrative Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability disability, change in corporate existence or structure or other defense of any Borrower the Company or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderSecured Party) of the liability of the Company or any Borrowerother Guarantor; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of the Company or any Borrowerother Guarantor; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrowerthe Company, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or power of any Lender’s power Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent any Secured Party; (f) any defense based on any claim that any Obligations are invalid or unenforceable; (g) the amendment or waiver of any LenderObligations; (h) any defense based on any allegation of non-perfection or release of Collateral in the context of a secured transaction; and (fi) 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 the Company, the Guarantors or any other guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderLender Parties) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ the Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations Table of Contents affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Parties to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s Lender Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lenderthe Lender Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderLender Parties) of the liability of any Borrowerthe Borrower (other than payment); (b) any defense based on any claim that such Guarantors’ the Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Parties to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s Lender Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lenderthe Lender Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor Grantor hereby waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any such Borrower; (b) any defense based on any claim that such Guarantors’ Grantor’s obligations exceed or are more burdensome than those of any Borrowerthe Borrowers; (c) the benefit of any statute of limitations affecting the Guarantors’ Grantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for any of the Guaranteed Secured Obligations, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor Grantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment non-payment or nonperformancenon-performance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Secured Obligations, and all notices of acceptance hereof of this Pledge Agreement or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations. Each Guarantor Grantor hereby waives any rights and defenses that are or may become available to such Guarantor Grantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other guarantor, including any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any the Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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 the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code.

Certain Waivers. Each Guarantor waives (a1) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantorguarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Lender) of the liability of any the Borrower; (b2) any defense based on any claim that such Guarantors’ Guarantor's obligations exceed or are more burdensome than those of any the Borrower; (c3) the benefit of any statute of limitations affecting the Guarantors’ Guarantor's liability hereunder; (d4) any right to require the Administrative Agent or any Lender Secured Party to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed Secured Obligations, or pursue any other remedy in the Secured Parties' or Administrative Agent’s or any Lender’s 's power whatsoever; (e5) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; and (f6) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of a Borrower, any Borrower other Loan Party or any other GuarantorGuarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderSecured Party) of the liability of any Borrowerthe Borrowers; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any Borrowerthe Borrowers; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Secured Party to proceed against a Borrower or any Borrowerother Loan Party, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s or power of any Lender’s power whatsoeverSecured Party; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any LenderSecured Party; and (f) to the fullest full extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices (except notices explicitly required hereunder or under any other Loan Document) or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.

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

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any the Borrower or any other Guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any LenderGuaranteed Party) of the liability of any the Borrower; (b) any defense based on any claim that such Guarantors’ Guarantor’s obligations exceed or are more burdensome than those of any the Borrower; (c) the benefit of any statute of limitations affecting the Guarantors’ such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender Guaranteed Parties to proceed against any the Borrower, proceed against or exhaust any security for any of the Guaranteed Obligations, or pursue any other remedy in the Agent’s Guaranteed Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or any Lender’s power whatsoeverof election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by Agent or any Lenderthe Guaranteed Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance hereof 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.