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 the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiary; 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, any BeneficiaryLender or any L/C Issuer) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, any Beneficiary Lender or any L/C Issuer to proceed against the a Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiarythe Administrative Agent’s any Lender’s or any L/C Issuer’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the Lender ‘s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any BeneficiaryLender) of the liability of the Borrower; (b) any defense based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Beneficiary Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, Borrower or pursue any other remedy in such Beneficiarythe Administrative Agent’s or any Lender’s power whatsoever; and (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiary; 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 Subsidiary 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations; subject, however, to such Subsidiary Guarantor’s right to make inquiry to the Administrative Agent to ascertain the amount of the Guaranteed Obligations at any reasonable time.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryLender Party) of the liability of the BorrowerBorrowers or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrowers or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Lender Party or Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender Party, Affiliate Counterparty or other Affiliates of any Lender holding any Swap 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 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (other than defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 suretiessureties (other than defense of payment or performance). Each Guarantor The Company 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the either Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the either Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the either Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrowereither Borrower or any other Guarantor, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower any Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryCreditor Party) of the liability of any Borrower (other than the Borrowerdefense 150 of prior payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary requirement to proceed against the Borrowerany Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the power of any Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryCreditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryLender Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiaryany Lender Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary) of the liability of the BorrowerBorrower other than due to the indefeasible payment in full in cash of the Guaranteed Obligations; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other guarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such the Administrative Agent’s or any other Beneficiary’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 other Beneficiary; 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 Guarantied Guaranteed Obligations, and all notices of 129 acceptance of the terms set forth in this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiarythe Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiarythe Lender’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Lender Parties to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiaryany Lender Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender 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 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor The Parent waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantorthe Parent’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantorthe Parent’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of the Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 suretiessureties (other than indefeasible payment in full in cash of the Obligations). Each Guarantor The Parent 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided herein, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each To the extent permitted by Applicable Law, each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such Guarantor’s any Guarantor obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the IndebtednessGuarantied Obligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 Applicable Law limiting the liability of or exonerating guarantors or sureties. Each To the extent permitted 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives The Parent waives, to the fullest extent permitted by applicable Laws, (a) any defense arising by reason of any disability or other defense of the Borrower Parent or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any BeneficiaryLender) of the liability of the BorrowerParent; (b) any defense based on any claim that such Guarantorthe Parent’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantorthe Parent’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerParent, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the power of the Administrative Agent or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any BeneficiaryLender; 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 suretiessureties other than the defense of payment in full in cash. Each Guarantor The Parent expressly waives all setoffs and counterclaims (other than mandatory 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Parent Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor of the Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 the Guarantors 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations, including but not limited to the benefits of N.C. General Statutes §§26-7 through 26-9 inclusive, as amended, or any similar statute.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations, including, but not limited to, the benefits of Official Code of Georgia § 10-7-24, as amended, or any similar statute. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of Georgia.

Certain Waivers. Each To the extent permitted by law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrower or any other guarantorguarantor (other than a defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any BeneficiaryLender but excluding payment or performance) of the liability of the Designated Borrower; (b) any defense based on any claim that such the Guarantor’s 's obligations exceed or are more burdensome than those of the Designated Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Beneficiary Lender to proceed against the Designated Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the Administrative Agent's or any Lender'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 BeneficiaryLender; 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 suretiessureties (other than a defense of payment or performance). Each The Guarantor expressly waives waives, to the fullest extent permitted by 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 Guarantied Hasbro SA Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Hasbro SA Obligations, except, in each case, for notices expressly required under the Credit Agreement.

Certain Waivers. Each Guarantor waives The Guarantors hereby waive: (ai) any defense arising by reason of any disability or other defense of the Borrower Issuer or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryObligor) of the liability of the BorrowerIssuer; (bii) any defense based on any claim that such Guarantor’s the Guarantors obligations exceed or are more burdensome than those of the BorrowerIssuer; (ciii) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors' liability hereunder; (div) any right to require any Beneficiary to proceed against the BorrowerIssuer, proceed against or exhaust any security for the IndebtednessObligations under the Financing Documents, or pursue any other remedy in such Beneficiary’s the power of any Obligor whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryObligor; and (fvi) 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 The Guarantors expressly waives waive all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied ObligationsObligations under the Financing Documents, and all notices of acceptance of this Guaranty the Guarantee or of the existence, creation or incurrence of new or additional Guarantied ObligationsObligations under the Financing Documents.

Certain Waivers. Each Guarantor waives The Company waives: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorDesignated Borrower, or the cessation from any cause whatsoever (including any act or omission of any Beneficiaryof the Administrative Agent, any L/C Issuer or any Lender) of the liability of the any Designated Borrower; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the any Designated Borrower; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder; (d) any right to require any Beneficiary to proceed against the any Designated Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the power of any of the Administrative Agent, any L/C Issuer or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiary; 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 Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (bii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (ciii) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (div) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured Party; and (fvi) 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 175 of any kind or nature whatsoever with respect to the Guarantied Secured Obligations, and all notices of acceptance of this Multiparty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Secured Obligations. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code.

Certain Waivers. Each Guarantor waives The Company waives: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorDesignated Borrower, or the cessation from any cause whatsoever (including any act or omission of any Beneficiaryof the Administrative Agent, any L/C Issuer or any Lender) of the liability of the any Designated Borrower; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the any Designated Borrower; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder; (d) any right to require any Beneficiary to proceed against the any Designated Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the power of any of the Administrative Agent, any L/C Issuer or 110 any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiary; 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 Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorSubsidiary Guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryLender) of the liability of the Borrower; (b) any defense based on any claim that such any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Subsidiary Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender; 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 Subsidiary 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (other than the defense of payment), or the cessation from any cause whatsoever (including any act or omission of Administrative Agent, the L/C Issuer or any BeneficiaryLender) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of the Administrative Agent, the L/C Issuer or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer or any BeneficiaryLender; 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. 159 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 Guarantied Secured Obligations, and all notices of acceptance of this Guaranty Loan Party Guarantee or of the existence, creation or incurrence of new or additional Guarantied Secured Obligations.. Section 10.04

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender Parties) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Lender Parties to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the Lender Parties’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryGuaranteed Party) of the liability of the any Borrower; (b) any defense based on any claim that such each Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such each Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the any Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryGuaranteed 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 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.. 10.04

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Obligor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Bank) of the liability of the BorrowerObligor; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerObligor; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Bank to proceed against the BorrowerObligor, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiarythe Bank ’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe Bank; 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower applicable or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, Borrower proceed against or exhaust any security for the Indebtedness, Obligations or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured Party; and (f) to the fullest extent permitted by lawLaw, 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 Guarantied Obligations, Obligations and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives to extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, any BeneficiaryLender or the L/C Issuer) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy whatsoever in such Beneficiary’s the power whatsoeverof the Administrative Agent, any Lender or the L/C Issuer; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, any BeneficiaryLender or the L/C Issuer; 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives hereby waives: (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Guarantor, or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarya Secured Party) of the liability of the Borrower, any other Guarantor, or any other guarantor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower, any other Guarantor, or any other guarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary Secured Party to proceed against the Borrower, any other Guarantor, or any other guarantor, to marshal assets or proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such BeneficiarySecured Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarya Secured Party; 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 Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor hereby 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any 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 any BeneficiaryCreditor Party) of the liability of the BorrowerBorrower (other than the defense of prior payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary requirement to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the 115 power of any Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryCreditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryLender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s the Company’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s the Company’ liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender; 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 The Company 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryGuaranteed Party) of the liability of the Borrower; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiary; 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 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryLender Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender 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 suretiessureties (other than full payment and performance). 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryLender Party) of the liability of the BorrowerBorrowers or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrowers or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Lender Party or Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender Party, Affiliate Counterparty or other Affiliates of any Lender holding any Swap 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 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, 150 notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the any Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Lender to proceed against the any Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the 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 BeneficiaryLender; 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any BeneficiaryLender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the power of the Administrative Agent or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any BeneficiaryLender; 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 Holdings 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor Holdings waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the Borrower; (c) to the extent permitted by law, the benefit of any statute of limitations affecting such Guarantor’s Holdings’ liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 Holdings 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s 's liability hereunder; (d) any right to require any Beneficiary the Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the Lender 's power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations, including but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, ss.17.001 of the Texas Civil Practice and Remedies Code, and Rule 31 of the Texas Rules of Civil Procedure, or any similar statute. The failure to give notice of the occurrence of any of the events or actions referred to herein, notice of any Default or Event of Default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Borrower, any Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations (and the parties intend that no Guarantor shall be considered a "Debtor" as defined in Section 9.102 of the Texas Business and Commerce Code for the purpose of notices required to be given to a Debtor under such code).

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the a Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the a Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the a Borrower, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 Guarantied Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Secured Obligations.

Certain Waivers. Each To the fullest extent permitted by applicable law, each Guarantor waives (a) any defense (other than the defense of payment in full of the Guaranteed Obligations) arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryGuaranteed Party) of the liability of the BorrowerBorrower or any other Guarantor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Guarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Guaranteed Parties to proceed against the BorrowerBorrower or any other Guarantor, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiaryany Guaranteed Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryCredit Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such Guarantor’s each Subsidiary Guarantor obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such each Subsidiary Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the IndebtednessGuarantied Obligations, or pursue any other remedy in such Beneficiary’s the power of any Credit Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryCredit 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 Subsidiary 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any 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 any BeneficiaryCreditor Party) of the liability of the BorrowerBorrower (other than the defense of prior payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary requirement to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the power of any 146 Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryCreditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lenders) of the liability of the any Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Lenders to proceed against the any Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the Lenders’ power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the IndebtednessGuarantied Obligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.. 15.4

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other guarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such the Administrative Agent’s or any other Beneficiary’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 other Beneficiary; 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryAdministrative Agent) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary Administrative Agent to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such BeneficiaryAdministrative Agent’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryAdministrative Agent; 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 suretiessureties including any defenses based on suretyship or impairment of collateral. 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor Borrower waives (a) any defense arising by reason of any disability or other defense of the Borrower other Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryLender) of the liability of the any other Borrower; (b) any defense based on any claim that such GuarantorBorrower’s obligations exceed or are more burdensome than those of the Borrowerother Borrowers; (c) the benefit of any statute of limitations affecting such GuarantorBorrower’s liability hereunder; (d) any right to require any Beneficiary to proceed against the any other Borrower, proceed against or exhaust any guarantee or security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender; 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 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations, including but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, §17.01 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 (ai) any defense arising by reason of any disability or other defense of the Borrower Issuer or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Noteholder) of the liability of the BorrowerIssuer; (bii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerIssuer; (ciii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (div) any right to require any Beneficiary the Noteholder to proceed against the BorrowerIssuer, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiarythe Noteholder’s power whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe Noteholder; and (fvi) 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lenders) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, any requirement that the Lenders marshal assets against any other party or Collateral or other property of Borrower or pursue any other remedy in such Beneficiary’s the power of the Lenders, whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor of the Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 the Guarantors 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor Parent waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such GuarantorParent’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such GuarantorParent’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 Parent 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.. 126

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of Agent, the L/C Issuer or any BeneficiaryLender) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of Agent, the L/C Issuer or any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent, the L/C Issuer or any BeneficiaryLender; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties. 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary) of the liability of the any Designated Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Designated Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the any Designated Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiary; 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such a Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such a Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Lender Parties to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiaryany Lender Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender 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 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations, including but not limited to the benefits of Chapter 34 of the 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 (ai) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (bii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (ciii) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (div) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured Party; and (fvi) 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 Guarantied Secured Obligations, and all notices of acceptance of this Multiparty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Secured Obligations.. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. 155

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary) of the liability of the any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the any Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiary; 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryCredit Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the power of any Credit Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryCredit 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiary) of the liability of the BorrowerBorrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender; 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.. 110

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any 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 any BeneficiarySecured Party) of the liability of the Borrower, other than the defense of payment in full in cash or immediately available funds of all the Guaranteed Obligations; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary Secured Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the power whatsoeverof any Secured Party; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the Laws of the State of New York.

Certain Waivers. Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrower Company or any other guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryLender Party) of the liability of the BorrowerCompany; (ba) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the BorrowerCompany; (ca) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (da) any right to require any Beneficiary to proceed against the BorrowerCompany, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Lender Party whatsoever; (ea) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryLender Party; (a) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (fa) 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 suretiessureties (other than full payment and performance). Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any 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 any BeneficiaryCreditor Party) of the liability of the BorrowerBorrower (other than the defense of prior payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary requirement to proceed against the BorrowerBorrower or any other Loan Party, proceed 134 against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the power of any Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryCreditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower any Obligor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrowerany Obligor; (b) any defense based on any claim that such a Guarantor’s obligations exceed or are more burdensome than those of the Borrowerother Obligors; (c) the benefit of any statute of limitations affecting such any Guarantor’s liability hereunder; (d) any right to require any Beneficiary a Secured Party to proceed against one or more of the BorrowerBorrowers or other Obligors, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiaryany Secured Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe Secured Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits (other than, subject to Section 8, a defense of payment in full) 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 Limited Guaranty (Rep-Based) ny-1348440 kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of Agent or any BeneficiaryLender) of the liability of the such Borrower; (b) any defense based on any claim that such Guarantor’s Guarantors’ obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such Guarantor’s the Guarantors’ liability hereunder; (d) any right to require any Beneficiary Agent to proceed against the any Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such BeneficiaryAgent’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 BeneficiaryLender; 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiarySecured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiarySecured 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 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryCredit Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such any Subsidiary Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Credit Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryCredit 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 Subsidiary 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the any Borrower; (b) any defense based on any claim that such the Guarantor’s 's obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s 's liability hereunder; (d) any right to require any Beneficiary to proceed against the any Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiary’s the Lender's power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lenders) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the BorrowerBorrowers; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Lenders to proceed against the BorrowerBorrowers, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Beneficiarythe 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 BeneficiaryLender; 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantorguarantor (other than defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryCreditor Party) of the liability of the BorrowerBorrowers; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the any Borrower; (c) the benefit of any statute of limitations affecting such Guarantorthe Company’s liability hereunder; (d) any right to require any Beneficiary to proceed against the any Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in such Beneficiary’s the power of any Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryCreditor 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 suretiessureties (other than defense of payment or performance). Each Guarantor The Company 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 Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any 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 any BeneficiaryGuaranteed Party) of the liability of the BorrowerBorrower (other than the defense of prior payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require any Beneficiary Guaranteed Party to proceed against the BorrowerBorrower or any other Loan Party, proceed against or exhaust any security for any of the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the power whatsoeverof any Guaranteed Party; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryGuaranteed Party; and (f) to the fullest full extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Beneficiarythe Lender) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary the Lender to proceed against the Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in such Beneficiary’s the Lender ‘s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Beneficiarythe 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any BeneficiaryGuaranteed Party) of the liability of the Borrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder; (d) any right to require any Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, Borrower or pursue any other remedy in such Beneficiary’s the power of any Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any BeneficiaryGuaranteed 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, including but not limited to the benefits of Chapter 34 of the 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. 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 Guarantied Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.