Common use of Certain Waivers Clause in Contracts

Certain Waivers. The Company waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Lender) of the liability of the Designated Borrowers; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated Borrowers; (c) the benefit of any statute of limitations affecting the Company’s liability hereunder; (d) any right to proceed against the Designated Borrowers, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in 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 Lender; (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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company waives (a) Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability or other defense of the Designated Borrowers any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderLender Party) of the liability of the Designated Borrowers; (bii) any defense based on any claim that the CompanyHoldings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Designated Borrowersany Borrower; (ciii) the benefit of any statute of limitations affecting the CompanyHoldings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require any Lender Party to proceed against the Designated Borrowersany Borrower, proceed against or exhaust any security for the IndebtednessSecured Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Party whatsoever; (ev) 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 LenderLender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses (other than a defense of payment in full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Holdings and each Subsidiary Guarantor expressly waives, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any to the fullest extent permitted by law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Secured Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Secured Obligations, except as otherwise expressly set forth in this Agreement.

Certain Waivers. The Company Each Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Designated Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderLender Party) of the liability of the Designated Borrowersany Borrower; (bii) any defense based on any claim that the Companysuch Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Designated Borrowersany Borrower; (ciii) the benefit of any statute of limitations affecting the Companysuch Subsidiary Guarantor’s liability hereunder; (div) except as expressly set forth in Section 10.02(g) below, any right to proceed against the Designated Borrowersany Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Party whatsoever; (ev) except as expressly set forth in Section 10.02(g) below, 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 LenderLender 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 limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company 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 Guaranteed Borrower Obligations, and all notices of acceptance of this Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Borrower Obligations.

Certain Waivers. The Company Verisk waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrowing Subsidiaries or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any Lender) of the liability of the Designated BorrowersBorrowing Subsidiaries; (b) any defense based on any claim that the CompanyVerisk’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrowing Subsidiaries; (c) the benefit of any statute of limitations affecting the Company’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the Designated BorrowersBorrowing Subsidiaries, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the power of the Administrative Agent, ’s or the L/C Issuer or any Lender Lenders’ power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or the Lenders; and (e) all defenses based on suretyship or impairment of collateral (Verisk, the Administrative Agent, and the L/C Issuer or any Lender; (f) Lenders intending this waiver to have 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, (g) any defense arising from any change effects described in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term Section 48 of the Guaranteed ObligationsRestatements (Third) of the Law of Suretyship and Guaranty). The Company Verisk expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Borrowing Subsidiary Obligations, and all notices of acceptance of this Guaranty Article XI or of the existence, creation or incurrence of new or additional Guaranteed Borrowing Subsidiary Obligations.

Certain Waivers. The Company waives (a) any defense arising by reason of any disability or other defense of the any Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any Lender) of the liability of the any Designated BorrowersBorrower; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated Borrowers; (c) the benefit of any statute of limitations affecting the Companyany Designated Borrower’s liability hereunder; (d) any right to proceed against the any Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessDesignated Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer 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, the L/C Issuer Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company expressly waives all setoffs setoffs, deductions and counterclaims and all presentments, demands for payment or performance, notices of acceleration, notice of intent to accelerate, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Designated Borrower Obligations.

Certain Waivers. The Company waives (ai) any defense arising by reason of any disability or other defense of the any Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderLender Party) of the liability of the any Designated BorrowersBorrower; (bii) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the any Designated BorrowersBorrower; (ciii) the benefit of any statute of limitations affecting the Companyany Designated Borrower’s liability hereunder; (div) except as expressly set forth in Section 10.01(f) below, any right to proceed against the any Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Designated Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Party whatsoever; (ev) except as expressly set forth in Section 10.01(f) below, 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 LenderLender 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 limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Designated Borrower Obligations.

Certain Waivers. The Company waives (a) any defense arising by reason of any disability or other defense of the Designated Subsidiary Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Issuing Bank or any Lender) of the liability of the Designated Subsidiary Borrowers; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated Subsidiary Borrowers; (c) the benefit of any statute of limitations affecting the Company’s liability hereunder; (d) any right to proceed against the Designated Subsidiary Borrowers, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer Issuing Bank 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 Issuing Bank or any Lender; (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, (g) any defense arising from any change in corporate existence or structure of any Designated Subsidiary Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Guarantor waives (a) any defense arising by reason of any disability or other defense (other than the defense that the Secured Obligations shall have been fully and finally performed and paid in full in cash, to the extent of any such payment) of the Designated Borrowers Borrower, any subsidiary of the Borrower, or any other guarantorguarantor of any of the Secured Obligations, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderSecured Party) of the liability of the Designated BorrowersBorrower; (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyGuarantor’s liability hereunder; (d) any right to require the Collateral Agent to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the Collateral Agent’s 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, Collateral Agent on behalf of the L/C Issuer or any LenderSecured 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company 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 dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Guaranteed Obligations. Notwithstanding the foregoing, nothing set forth herein shall alter or modify such Guarantor’s right to receive notice of any matter under any of the other Financing Documents.

Certain Waivers. The Company To the extent permitted by law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers 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, the L/C Issuer Agent or any LenderLender but excluding payment or performance) of the liability of the Designated BorrowersBorrower; (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the Company’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer ’s or any Lender Lender’s power whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer Agent or any Lender; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than a defense of payment or performance). The Guarantor expressly waives, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any to the fullest extent permitted by law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Hasbro SA Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Hasbro SA Obligations, except, in each case, for notices expressly required under the Credit Agreement.

Certain Waivers. The Company Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the any Lender or any L/C Issuer or any LenderIssuer) of the liability of the any Designated BorrowersBorrower; (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the any Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyGuarantor’s liability hereunder; (d) any right to require the Administrative Agent, any Lender or any L/C Issuer to proceed against the any Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent’s, the any Lender’s or any L/C Issuer or any Lender Issuer’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company waives waives: (a) any defense arising by reason of any disability or other defense of the Designated other Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the any L/C Issuer or any Lender) of the liability of the Designated other Borrowers; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated other Borrowers; (c) the benefit of any statute of limitations affecting the Company’s liability hereunder; (d) any right to proceed against the Designated other Borrowers, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the power of the Administrative Agent, the 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 the Administrative Agent, the any L/C Issuer or any Lender; (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, ; (g) any defense arising from any change in corporate existence or structure of any Designated Borrower other Borrower; and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company waives (a) Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, (i) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderLender Party) of the liability of the Designated BorrowersBorrower; (bii) any defense based on any claim that the CompanyHoldings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (ciii) the benefit of any statute of limitations affecting the CompanyHoldings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require any Lender Party to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Party whatsoever; (ev) 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 LenderLender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses (other than a defense of Payment in Full) or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Holdings and each Subsidiary Guarantor expressly waives, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any to the fullest extent permitted by law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations, except as otherwise expressly set forth in this Agreement.

Certain Waivers. The Company Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any other Lender) of the liability of the Designated BorrowersBorrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that the Companysuch Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the Companysuch Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer Agent or any other 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 Agent or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, sureties (g) any defense arising from any change other than as to the payment in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term full of the Guaranteed Obligations). The Company 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any other Lender) of the liability of the Designated BorrowersBorrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyGuarantor’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer Agent or any other 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 Agent or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, sureties (g) any defense arising from any change other than as to the payment in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term full of the Guaranteed Obligations). The Company Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Security Agent or any Lender) of the liability of the Designated BorrowersBorrower or any other Loan Party; (b) any defense based on any claim that the Companysuch Guarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting the Companyany Guarantor’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer Security 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, the L/C Issuer Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Applicable Law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company waives (a) any defense arising by reason of any disability or other defense of the any Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any Lender) of the liability of the any Designated BorrowersBorrower; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated Borrowers; (c) the benefit of any statute of limitations affecting the Companyany Designated Xxxxxxxx’s liability hereunder; (d) any right to proceed against the any Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessDesignated Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer 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, the L/C Issuer Agent or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company expressly waives all setoffs setoffs, deductions and counterclaims and all presentments, demands for payment or performance, notices of acceleration, notice of intent to accelerate, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Designated Borrower Obligations.. 10.04

Certain Waivers. The Solely in its capacity as guarantor hereunder and not as a borrower or in any other capacity, the Company waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Loan Parties or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Lender) of the liability of the Designated Borrowersany Loan Party; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated BorrowersLoan Parties; (c) the benefit of any statute of limitations affecting the Company’s ’ liability hereunder; (d) any right to proceed against any of the Designated BorrowersLoan Parties, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in 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 Lender; 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of . the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Company Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. The Company waives (ai) any defense arising by reason of any disability or other defense of the Designated Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or any Lender) of the liability of the Designated BorrowersBorrowers or any other Loan Party; (bii) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrowers or any other Loan Party; (ciii) the benefit of any statute of limitations affecting the Company’s liability hereunder; (div) any right to proceed against the Designated BorrowersBorrowers or any other Loan Party, proceed against or exhaust any security for the IndebtednessGuaranteed Designated Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or any Lender whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer Issuer, the Swing Line Lender or any Lender; 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Designated Borrower Obligations.

Certain Waivers. The Company Each Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Designated Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderLender Party) of the liability of the Designated Borrowersany Borrower; (bii) any defense based on any claim that the Company’s such Subsidiary Guarantor's obligations exceed or are more burdensome than those of the Designated Borrowersany Borrower; (ciii) the benefit of any statute of limitations affecting the Company’s such Subsidiary Guarantor's liability hereunder; (div) except as expressly set forth in Section 10.02(g) below, any right to proceed against the Designated Borrowersany Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Party whatsoever; (ev) except as expressly set forth in Section 10.02(g) below, 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 LenderLender 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 limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company 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 Guaranteed Borrower Obligations, and all notices of acceptance of this Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Borrower Obligations.

Certain Waivers. The Company Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Lender) of the liability of the Designated BorrowersBorrower; (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyGuarantor’s liability hereunder; (d) any right to require Administrative Agent to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer 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, the L/C Issuer or any Lender; (f) any bankruptcy or insolvency of the Borrower; (g) any change in ownership of the Borrower; (h) any defense based on any act or failure to act of Administrative Agent referred to in Section 3; and (i) 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, (g) sureties including any defense arising from any change in corporate existence defenses based on suretyship or structure impairment of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligationscollateral. The Company Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Foreign Guarantor waives (a) any defense arising by reason of any disability or or, to the fullest extent permitted by law, any other defense of the Designated Borrowers or any other guarantorForeign Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any Lenderother Secured Party) of the liability of the Designated Borrowersany Foreign Obligor; (b) any defense based on any claim that the CompanyForeign Guarantor’s obligations exceed or are more burdensome than those of the any Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyForeign Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Designated Borrowersany other Foreign Obligor, proceed against or exhaust any security for the IndebtednessForeign Obligor Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer ’s or any Lender other Secured Parties’ power 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 Agent or any Lenderother Secured 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Foreign Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company waives waives: (a) any defense arising by reason of any disability or other defense of the Designated other Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the any L/C Issuer or any Lender) of the liability of the Designated other Borrowers; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated other Borrowers; (c) the benefit of any statute of 113 #94834708v14 CHAR1\1986310v1 limitations affecting the Company’s liability hereunder; (d) any right to proceed against the Designated other Borrowers, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the power of the Administrative Agent, the 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 the Administrative Agent, the any L/C Issuer or any Lender; (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, ; (g) any defense arising from any change in corporate existence or structure of any Designated Borrower other Borrower; and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any other Lender) of the liability of the Designated BorrowersBorrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyGuarantor’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any other 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 other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, sureties (g) any defense arising from any change other than as to the payment in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term full of the Guaranteed Obligations). The Company Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. 11.04

Certain Waivers. The Company waives Parent waives, to the fullest extent permitted by applicable laws, (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Parent or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the any L/C Issuer or any Lender) of the liability of the Designated BorrowersParent; (b) any defense based on any claim that the CompanyParent’s obligations exceed or are more burdensome than those of the Designated Borrowers; (c) the benefit of any statute of limitations affecting the CompanyParent’s liability hereunder; (d) any right to proceed against the Designated BorrowersParent, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the power of the Administrative Agent, the 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 the Administrative Agent, the any L/C Issuer or any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (g) any sureties other than the defense arising from any change of payment in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligationsfull in cash. The Company 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 Guaranteed Obligations, and all notices of acceptance of this Parent Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any Lenderother Guaranty Beneficiary) of the liability of the Designated BorrowersBorrower other than indefeasible payment and performance in full of the Guaranteed Obligations; (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyGuarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Guaranty Beneficiary to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer ’s or any Lender other Guaranty Beneficiary’s power 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 Agent or any Lenderother Guaranty 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 Laws limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderGuaranteed Party) of the liability of the Designated BorrowersBorrower or any other Guarantor; (b) any defense based on any claim that the Companyany Guarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the Companyany Guarantor’s liability hereunder; (d) any right to require any Guaranteed Party to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the such Guaranteed Party ’s 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 LenderGuaranteed 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, sureties (g) any other than a defense arising from any change in corporate existence of full payment or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligationsperformance). The Company Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Solely in its capacity as Guarantor hereunder and not as a borrower or in any other capacity, the Company waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Loan Parties or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Lender) of the liability of the Designated Borrowersany Loan Party; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated BorrowersLoan Parties; (c) the benefit of any statute of limitations affecting the Company’s ’ liability hereunder; (d) any right to proceed against any of the Designated BorrowersLoan Parties, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in 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 Lender; 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of . the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided in Section 10.14 above, this Company Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. The Company Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any other Lender) of the liability of the Designated BorrowersBorrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyGuarantor’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer Agent or any other 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 Agent or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, sureties (g) any defense arising from any change other than as to the payment in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term full of the Guaranteed Obligations). The Company Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. 11.04

Certain Waivers. The Company Each GuarantorLoan Party waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantorguarantorGuarantor , or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderSecured Party) of the liability of the Designated BorrowersBorrower or any other Loan Party; (b) any defense based on any claim that the Companysuch GuarantorLoan Party’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting the Companyany GuarantorLoan Party’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Secured Party 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 LenderSecured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Each GuarantorLoan Party expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company U.S. Guarantor waives (a) any defense arising by reason of any disability or or, to the fullest extent permitted by law, any other defense of the Designated Borrowers or any other guarantorLoan Party, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any Lenderother Secured Party) of the liability of the Designated Borrowersany Loan Party; (b) any defense based on any claim that the CompanyU.S. Guarantor’s obligations exceed or are more burdensome than those of the Designated Borrowersany Borrower; (c) the benefit of any statute of limitations affecting the CompanyU.S. Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Designated Borrowersany other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer ’s or any Lender other Secured Parties’ power 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 Agent or any Lenderother Secured 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company U.S. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company waives (ai) any defense arising by reason of any disability or other defense of the any Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderLender Party) of the liability of the any Designated BorrowersBorrower; (bii) any defense based on any claim that the Company’s 's obligations exceed or are more burdensome than those of the any Designated BorrowersBorrower; (ciii) the benefit of any statute of limitations affecting the Company’s any Designated Borrower's liability hereunder; (div) except as expressly set forth in Section 10.01(f) below, any right to proceed against the any Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Designated Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Party whatsoever; (ev) except as expressly set forth in Section 10.01(f) below, 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 LenderLender 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 limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Designated Borrower Obligations.

Certain Waivers. The Solely in its capacity as Guarantor hereunder and not as a borrower or in any other capacity, the Company waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Credit Parties or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderParticipating Bank) of the liability of the Designated Borrowersany Credit Party; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated BorrowersCredit Parties; (c) the benefit of any statute of limitations affecting the Company’s liability hereunder; (d) any right to proceed against any of the Designated BorrowersCredit Parties, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Participating Bank 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 LenderParticipating Bank; 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided in Section 10.14 above, this Company Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. The Company Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any other Lender) of the liability of the Designated BorrowersBorrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyGuarantor’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer Agent or any other 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 Agent or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, sureties (g) any defense arising from any change other than as to the payment in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term full of the Guaranteed Obligations). The Company Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. 109

Certain Waivers. The Company Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantorGuarantor, as applicable, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Lender) of the liability of the Designated BorrowersBorrower or any other Guarantor, as applicable; (b) any defense based on any claim that the Companysuch Guarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower or any other Guarantor, as applicable; (c) to the extent permitted by law, the benefit of any statute of limitations affecting the Companysuch Guarantor’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower or any other Guarantor, as applicable, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Secured Party 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 LenderSecured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. Exhibit F Form of Guaranty 67428907_5

Certain Waivers. The Company waives (ai) Holdings waives, to the fullest extent permitted by law, (A) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any Lender) of the liability of the Designated BorrowersBorrower or any other Guarantor; (bB) any defense based on any claim that the Company’s Holdings’ obligations exceed or are more burdensome than those of the Designated BorrowersBorrower or any other Guarantor; (cC) the benefit of any statute of limitations affecting the Company’s Holdings’ liability hereunder; (dD) any right to require the Agent or any Lender to proceed against the Designated BorrowersBorrower or any other Guarantor, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer Agent or any Lender whatsoever; (eE) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer Agent or any Lender; and (fF) 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, (g) any defense arising from any change except payment in corporate existence or structure full of any Designated Borrower and (h) any defense arising from any the Obligations. Holdings expressly waives, to the fullest extent permitted by law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Holdings Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations, except as otherwise expressly set forth in this Agreement.

Certain Waivers. The Company Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including Form of Second Amended and Restated Guaranty any act or omission of the Administrative Agent, the L/C Issuer or any LenderSecured Party) of the liability of the Designated BorrowersBorrower; (b) any defense based on any claim that the Companyany Guarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the Companyany Guarantor’s liability hereunder; (d) any right to require Administrative Agent or any other Secured Party to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer ’s or any Lender other Secured Party’s power 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 Agent or any Lenderother Secured 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Holdings waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Lender) of the liability of the Designated BorrowersBorrower; (b) any defense based on any claim that the Company’s Holdings’ obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the Company’s Holdings’ liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in 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 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Solely in its capacity as Guarantor hereunder and not as a borrower or in any other capacity, the Company waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Guaranteed Credit Parties or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Lender) of the liability of the Designated Borrowersany Guaranteed Credit Party; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated BorrowersGuaranteed Credit Parties; (c) the benefit of any statute of limitations affecting the Company’s ’ liability hereunder; (d) any right to proceed against any of the Designated BorrowersGuaranteed Credit Parties, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in 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 Lender; 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided in Section 9.13 above, this Company Guaranty shall be governed by, and construed in accordance with, the Laws of the State of New York.

Certain Waivers. The Company Each of the Article X Guarantors waives (a) any defense arising by reason of any disability or other defense of any Borrower or the Designated Borrowers other Article X Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderSecured Party) of the liability of the Designated Borrowersany Borrower, other than Indefeasible Payment and Performance of All Obligations; (b) any defense based on any claim that obligations of any of the Company’s obligations Article X Guarantors exceed or are more burdensome than those of the Designated Borrowers; (c) the benefit of any statute of limitations affecting the Companyany Article X Guarantor’s liability hereunder; (d) any right to proceed against any Borrower or the Designated Borrowersother Article X Guarantor, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender whatsoeverSecured Party whatsoever until such time as Indefeasible Payment and Performance of All Obligations; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer or any LenderSecured Party until such time as Indefeasible Payment and Performance of All Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, sureties (g) any defense arising from any change in corporate existence or structure other than Indefeasible Payment and Performance of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term All Obligations). Each of the Guaranteed Obligations. The Company Article X Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protestprotests, notices of dishonor dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any other Lender) of the liability of the Designated BorrowersBorrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that the CompanyGuarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the CompanyGuarantor’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any other 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 other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, sureties (g) any defense arising from any change other than as to the payment in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term full of the Guaranteed Obligations). The Company Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers a Borrower or any other guarantorguarantor (other than the defense of payment), or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Lender) of the liability of the Designated Borrowersa Borrower or any other Loan Party; (b) any defense based on any claim that the Companysuch Guarantor’s obligations exceed or are more burdensome than those of the Designated Borrowersany Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting the Companyany Guarantor’s liability hereunder; (d) any right to proceed against the Designated Borrowersa Borrower or any other Loan Party, proceed against or exhaust any security for the IndebtednessObligations and the Additional Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender whatsoever; whatsoever and (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 Lender; , and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations or the Additional Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations or Additional Obligations.

Certain Waivers. The Solely in its capacity as Guarantor hereunder and not as a borrower or in any other capacity, the Company waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Loan Parties or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Lender) of the liability of the Designated Borrowersany Loan Party; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Designated BorrowersLoan Parties; (c) the benefit of any statute of limitations affecting the Company’s ’ liability hereunder; (d) any right to proceed against any of the Designated BorrowersLoan Parties, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in 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 Lender; 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. 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 Guaranteed Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided in Section 10.14 above, this Company Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. The Company Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the Sustainability Structuring Agent, any Lender or any L/C Issuer or any LenderIssuer) of the liability of the Designated Borrowersany Borrower; (b) any defense based on any claim that the Companysuch Guarantor’s obligations exceed or are more burdensome than those of any of the Designated Borrowers; (c) the benefit of any statute of limitations affecting the Companysuch Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, the Sustainability Structuring Agent, any Lender or any L/C Issuer to proceed against the Designated Borrowersa Borrower, proceed against or exhaust any security for the IndebtednessGuaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent’s, the Sustainability Structuring Agent’s, any Lender’s or any L/C Issuer or any Lender Issuer’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, on behalf of itself, the L/C Issuer or any Lenderand 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Specified U.S. Guarantor waives (a) any defense arising by reason of any disability or or, to the fullest extent permitted by law, any other defense of the Designated Borrowers or any other guarantorLoan Party, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any Lenderother Secured Party) of the liability of the Designated Borrowersany Loan Party; (b) any defense based on any claim that the CompanySpecified U.S. Guarantor’s obligations exceed or are more burdensome than those of the Designated Borrowersany Borrower; (c) the benefit of any statute of limitations affecting the CompanySpecified U.S. Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Designated Borrowersany other Loan Party, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer ’s or any Lender other Secured Parties’ power 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 Agent or any Lenderother Secured 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, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Specified U.S. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderSecured Party) of the liability of the Designated Borrowers; Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that the Companysuch Guarantor’s obligations exceed or are more burdensome than those of the Designated Borrowers; Borrower, (c) the benefit of any statute of limitations affecting the Companysuch Guarantor’s liability hereunder; , (d) any right to require any Secured Party to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the any Secured Party’s power of the Administrative Agentwhatsoever, 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 any Secured Party, (f) any defense relating to the Administrative Agent, failure of the L/C Issuer Secured Party to comply with applicable laws in connection with the sale or other disposition of collateral for all or any Lender; part of the Guaranteed Obligations and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, (g) any defense arising from any change in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligations. The Company Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Waivers. The Company Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers any Borrower or any other guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any LenderLender Party) of the liability of the Designated Borrowersany Borrower; (b) any defense based on any claim that the Companysuch Guarantor’s obligations exceed or are more burdensome than those of the Designated Borrowersany Borrower; (c) the benefit of any statute of limitations affecting the Companysuch Guarantor’s liability hereunder; (d) any right to proceed against the Designated Borrowersany Borrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Lender Party 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 LenderLender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (g) to the fullest extent permitted by law, any and all other defenses or benefits 117 Credit Agreement that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, sureties (g) any defense arising from any change in corporate existence or structure of any Designated Borrower other than full payment and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term of the Guaranteed Obligationsperformance). The Company Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. The Company Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Designated Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer Agent or any other Lender) of the liability of the Designated BorrowersBorrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that the Companysuch Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Designated BorrowersBorrower; (c) the benefit of any statute of limitations affecting the Companysuch Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Designated BorrowersBorrower, proceed against or exhaust any security for the IndebtednessObligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer Agent or any other 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 Agent or any other Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law Law limiting the liability of or exonerating guarantors or sureties, sureties (g) any defense arising from any change other than as to the payment in corporate existence or structure of any Designated Borrower and (h) any defense arising from any law, regulation, decree or order of any jurisdiction or any event affecting any term full of the Guaranteed Obligations). The Company 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.. 12.04