Common use of Certain Waivers Clause in Contracts

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each The Guarantor waives and agrees not to assert: (ai) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) obligor of the liability Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Partyforegoing, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existenceGuaranty, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; defense of payment and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiaperformance in full.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Secured PartyLender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against the Borrower or any other Loan PartyGuarantor or any other guarantor, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Agent’s or any Lender’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Agent or any Secured PartyLender; 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; provided, subject to the Liability Cap, the foregoing shall not constitute a waiver of the defense of payment to the extent, and solely with respect to, amounts that have been indefeasibly paid, and required obligations that have been performed, in each case, in full, in accordance with the Credit Agreement. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Subsidiary Guarantor waives and agrees not to assert: (ai) any right to require any Guaranteed Party to marshal assets in favor of any Borrower, such Subsidiary Guarantor, any other Loan Party or any other Person, or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of such Subsidiary Guarantor or the right of such Subsidiary Guarantor to proceed against any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) obligor of the liability Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Partyforegoing, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existenceGuaranty, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; defense of payment and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiaperformance in full.

Certain Waivers. Each Guarantor waives (a) To the fullest extent permitted by Applicable Law, the Guarantor hereby expressly waives any defense and all rights or defenses arising by reason of any disability Applicable Law that would otherwise require any election of remedies by Members Mutual or HoldCo. The Guarantor waives promptness, diligence, notice of the acceptance of this Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations, all defenses which may be available by virtue of any valuation, stay, moratorium law or other defense similar law now or hereafter in effect, any right to require the marshalling of assets of the Borrower Standby Purchaser or any other guarantorPerson interested in the transactions contemplated by the Agreement, or and all suretyship defenses generally (other than defenses to the cessation from any cause whatsoever (including any act or omission of any Secured Party) payment of the liability Guaranteed Obligations that are available to the Standby Purchaser under the Agreement or a material breach by a Guaranteed Party or its Affiliates of the Borrower last sentence of Section 8 of this Guaranty). For the avoidance of doubt, the parties agree that nothing contained in this Guaranty is intended to modify or supersede the notice provisions of the Agreement. (b) To the fullest extent permitted by Applicable Law, the Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Standby Purchaser or any other Loan Party; (b) any defense based on any claim Person interested in the transactions contemplated by the Agreement that such arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations exceed under or are more burdensome than those in respect of the Borrower this Guaranty or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) agreement in connection herewith, including, without limitation, any right to proceed against the Borrower of subrogation, reimbursement, exoneration, contribution or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of indemnification and any right to participate in any claim or remedy of Members Mutual or HoldCo against the Standby Purchaser or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Standby Purchaser or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security now on account of such claim, remedy or hereafter right, unless and until the Guaranteed Obligations shall have been satisfied in full. If any amount is paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Guaranteed Obligations under this Guaranty, such amount shall be received and held in trust for the benefit of Members Mutual and HoldCo, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to Members Mutual or HoldCo in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations, in accordance with the terms of the Agreement. Notwithstanding anything to the contrary contained in this Guaranty, Members Mutual and HoldCo hereby agree that (i) the Guarantor may assert, as a defense to, or release or discharge of, any payment by the Guarantor under this Guaranty, any Secured Party; claim, set-off, deduction, defense or release that the Standby Purchaser could assert against any Guaranteed Party under the terms of the Agreement (including, without limitation, any such claim or defense if available that any of the Guaranteed Obligations (up to the Cap) is not then required to be due and payable by the Standby Purchaser pursuant to the terms and conditions of the Agreement and (fii) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands Standby Purchaser is relieved of any kind or nature whatsoever with respect to of its obligations under the Secured ObligationsAgreement, the Guarantor shall similarly automatically and all notices without further action on the part of acceptance any Person be relieved of its corresponding Guaranteed Obligations under this Guaranty or in respect of such relieved obligations. (c) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the existence, creation or incurrence of new or additional Secured Obligations. Without limiting transactions contemplated by the generality of Agreement and that the foregoing, or of any other waiver or other provision waivers set forth in this Agreement, each Loan Party waives all rights and defenses arising out Guaranty are knowingly made in contemplation of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiabenefits.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoeverParty’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) any defense relating to the fullest extent permitted by law, failure of any Secured Party to comply with the applicable laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (j) any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. 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 Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Lender; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives hereby knowingly, voluntarily and expressly waives: (ai) presentment, demand for payment, demand for performance, protest and notice of any other kind, including notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by such Guarantor hereunder, to proceed against, or to exhaust or have resort to any Collateral or other security from or any deposit balance or other credit in favor of, the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; (iii) any right or defense based on or arising by reason of any disability right or other defense of the Borrower or any other guarantorPerson, including any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or for any reason other Loan Party; than the satisfaction of the Termination Requirements; (biv) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other Loan Party; security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or setoff, any defense, counterclaim, claim, right of recoupment or setoff that it may at any time have against or exhaust any security for Guaranteed Party (including failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the Secured payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (evi) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by Applicable Law (a) any defense arising by reason of any disability or other defense of the Borrower any Obligor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan PartyObligor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower or any other Loan PartyObligor; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the any Borrower or any other Loan PartyObligor, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoeverParty’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) any defense relating to the fullest extent permitted by law, failure of any Secured Party to comply with the Applicable Laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (j) any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. 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 Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor 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 any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the Borrower or any other Loan PartyBorrowers; (bii) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require any Lender Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Lender Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any Secured Lender 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Holdings and each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision except as otherwise expressly set forth in this Agreement. (b) Holdings and each Subsidiary Guarantor agrees that its obligations hereunder are absolute and unconditional, each irrespective of (i) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Loan Obligations or Loan Document, or any other document, instrument or agreement to which any Borrower or other Loan Party waives all rights and defenses arising out is or may become a party or be bound; (ii) the absence of an election any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of remedies any kind by Administrative Agent or any LenderLender with respect thereto; (iii) the existence, even though value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for the Loan Obligations or any action, or the absence of any action, by Administrative Agent or any Lender in respect thereof (including the release of any security or guarantee); (iv) the insolvency of any Borrower or any other Loan Party; (v) any election by Administrative Agent or any Lender in proceeding under Debtor Relief Laws for the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any borrowing or grant of a Lien by any Borrower or other Loan Party, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (vii) the disallowance of any claims of Administrative Agent or any Lender against any Borrower for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (viii) any other action or circumstances that election might otherwise constitute a legal or equitable discharge or defense of remediesa surety or guarantor, such except defense of payment in full. (c) Holdings and each Subsidiary Guarantor expressly waives, to the fullest extent permitted by law, all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Administrative Agent or Lenders to marshal assets or to proceed against any Borrower, or any other Person or security for the payment or performance of any Secured Obligations before, or as a nonjudicial foreclosure with respect condition to, proceeding against Holdings or such Subsidiary Guarantor. Holdings and each Subsidiary Guarantor waives, to security the fullest extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than defense of payment in full. It is agreed among Holdings and each Subsidiary Guarantor, Administrative Agent and Lenders that the provisions of this Article XI are essential to the transaction contemplated by the Loan Documents and that, but for a guaranteed obligationsuch provisions, has destroyed such Agent’s or LAdministrative Agent and ▇▇▇▇▇’s rights ▇▇ would decline to make Loans and issue Letters of subrogation Credit. Holdings and reimbursement against each Subsidiary Guarantor acknowledges that its guarantee pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such Loan Party by the operation of Section 580(dbusiness. (d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all Administrative Agent and ▇▇▇▇▇▇▇ may, in their discretion, pursue such rights and defenses that such Loan Party may have because remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Article XI. If, in taking any action in connection with the Obligations are secured by Real Property which meansexercise of any rights or remedies, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Administrative Agent or any Lender forecloses on shall forfeit any Real Property pledged by other rights or remedies, including the right to enter a deficiency judgment against any Loan PartyParty or other Person, the amount whether because of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure saleany applicable Laws pertaining to “election of remedies” or otherwise, Holdings and each Subsidiary Guarantor consents to such action and waives any claim based upon it, even if the Real Property is worth more than the sale price; and (iii) the Agent action may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver result in loss of any rights and defenses of subrogation that Holdings or any Loan Party may Subsidiary Guarantor might otherwise have because the Obligations are secured by Real Propertyhad. These rights and defenses include, but are not limited to, any rights Any election of remedies that results in denial or defenses based upon Section 580a, 580b, 580d or 726 impairment of the California Code right of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, Administrative Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair Holdings’ and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 each Subsidiary Guarantor’s obligation to 2855 inclusive pay the full amount of the California Civil Code or any similar law of CaliforniaLoan Obligations.

Certain Waivers. Each Guarantor waives agrees that the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure or delay on the part of the Guaranteed Party to assert any defense claim or demand or to enforce any right or remedy against Parent or Merger Sub or any other Guarantor; (b) any change in the time, place or manner of payment of any of the Guaranteed Obligations, or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or Financing Letters made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (c) the addition, substitution or release of any entity or other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantor); (d) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantor); (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantors); (f) the adequacy of any means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (g) the value, genuineness, validity, regularity, illegality or enforceability of the Financing Letters, in each case in accordance with the terms and provisions thereof; or (h) any discharge of a Guarantor as a matter of applicable Law or equity (other than a discharge of a Guarantor with respect to the Guaranteed Obligations as a result of indefeasible payment in full of the Guaranteed Obligations in accordance with their terms or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement). To the fullest extent permitted by Law, the Guarantors hereby expressly waive any and all rights or defenses arising by reason of any disability Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices required to be made to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other defense similar Law now or hereafter in effect or any right to require the marshalling of the Borrower assets of Parent or Merger Sub or any other guarantor, Person now or hereafter liable with respect to the cessation from any cause whatsoever Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any act other Guarantor). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits. Each Guarantor hereby unconditionally waives any rights that it may now have or omission hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed under or are more burdensome than those in respect of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) this Limited Guaranty, including, without limitation, any right to proceed against the Borrower of subrogation, reimbursement, exoneration, contribution or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security now on account of such claim, remedy or hereafter right, and no Guarantor shall exercise any such rights unless and until all amounts payable by such Guarantor under this Limited Guaranty (which shall be subject to such Guarantor’s Cap) shall have been indefeasibly paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of all amounts payable by such Guarantor under this Limited Guaranty (which shall be subject to such Guarantor’s Cap), such amount shall be received and held by in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any Secured Party; and (fnecessary endorsement or assignment) to be credited and applied to all amounts payable by such Guarantor under this Limited Guaranty. Notwithstanding anything to the fullest extent permitted by lawcontrary contained in this Limited Guaranty or otherwise, the Guaranteed Party hereby agrees that each Guarantor shall have all defenses to the payment of its obligations under this Limited Guaranty (which in any and all other defenses or benefits event shall be subject to such Guarantor’s Cap) that may would be derived from or afforded by Applicable Law limiting available to Parent and/or Merger Sub under the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever Merger Agreement with respect to the Secured Guaranteed Obligations, and all notices as well as any defenses in respect of acceptance of this Guaranty any fraud or willful misconduct of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Guaranteed Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor Holdings waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party, or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Guaranteed Party) of the liability of the Borrower or any (other Loan Partythan the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); (b) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any Guarantor’s Holdings’ liability hereunder; (d) any right to require any Guaranteed Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of any Secured Guaranteed Party whatsoeverwhatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Guaranteed Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of Holdings under this Guaranty; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds). 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 Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Creditor Party) of the liability of the Borrower or any (other Loan Partythan the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right requirement to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of any Secured Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives (a) any defense to the payment of the Guaranteed Obligations arising by reason of any disability or other defense of the Borrower Borrower, any other Guarantor or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Creditor Party) of the liability of the Borrower or any (other Loan Partythan the defense of prior payment in full of the Guaranteed Obligations); (b) any defense to the payment of the Guaranteed Obligations based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right requirement to proceed against the Borrower or any other Loan PartyGuarantor, proceed against or exhaust any security for collateral securing the Secured Guaranteed Obligations, or pursue any other remedy in the power of any Secured Creditor Party whatsoever; (e) any benefit of and any right to participate in any security collateral securing the Guaranteed Obligations now or hereafter held by any Secured Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses to the payment of the Guaranteed Obligations (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting ; provided, however, that nothing in this Section 10.03 shall be deemed a waiver of Borrower’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the generality foregoing be deemed a waiver of the foregoingBorrower’s right to independently assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement nature whatsoever against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Administrative Agent or any Lender forecloses on under this Agreement in any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights separate action or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiaproceeding.

Certain Waivers. Each Guarantor 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 Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent or any Secured PartyLender) of the liability of the Borrower or any other Loan PartyGuarantor; (bB) any defense based on any claim that such Guarantor’s Holdings’ obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyGuarantor; (cC) the benefit of any statute of limitations affecting any Guarantor’s Holdings’ liability hereunder; (dD) any right to require the Agent or any Lender to proceed against the Borrower or any other Loan PartyGuarantor, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of the Agent or any Secured Party Lender whatsoever; (eE) any benefit of and any right to participate in any security now or hereafter held by the Agent or any Secured PartyLender; 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 applicable law limiting the liability of or exonerating guarantors or sureties, except payment in full of the Obligations. Each Guarantor Holdings expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Holdings Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision except as otherwise expressly set forth in this Agreement. (ii) Holdings agrees that its obligations hereunder are absolute and unconditional, each irrespective of (A) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Party waives all rights and defenses arising out Document, or any other document, instrument or agreement to which the Borrower or other Obligor is or may become a party or be bound; (B) the absence of an election any action to enforce this Agreement (including this Section 8.18) or any other Loan Document, or any waiver, consent or indulgence of remedies any kind by Agent or any LenderLender with respect thereto; (C) the existence, even though value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for the Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guarantee); (D) the insolvency of the Borrower or any other Obligor; (E) any election by Agent or any Lender in proceeding under applicable law for the application of Section 1111(b)(2) of the Bankruptcy Code; (F) any borrowing or grant of a Lien by the Borrower or other Obligor, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (G) the disallowance of any claims of Agent or any Lender against the Borrower or any other Guarantor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (H) any other action or circumstances that election might otherwise constitute a legal or equitable discharge or defense of remediesa surety or guarantor, such except defense of payment. (iii) Holdings expressly waives, to the fullest extent permitted by law, all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel the Agent or Lenders to marshal assets or to proceed against the Borrower, any other Obligor, or any other Person or security for the payment or performance of any Obligations before, or as a nonjudicial foreclosure with respect condition to, proceeding against Holdings. Holdings waives, to security the fullest extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than defense of payment. It is agreed among Holdings, the Agent and Lenders that the provisions of this Section 8.18 are essential to the transaction contemplated by the Loan Documents and that, but for a guaranteed obligationsuch provisions, has destroyed the Agent and Lenders would decline to make the Term Loans. Holdings acknowledges that its guarantee pursuant to this Section 8.18 is necessary to the conduct and promotion of its business, and can be expected to benefit such Agent’s or Lbusiness. (iv) Agent and ▇▇▇▇▇’s rights of subrogation and reimbursement against ▇▇ may, in their discretion, pursue such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or non judicial sale or enforcement, without affecting any rights and remedies under this Section 8.18. If, in taking any action in connection with the Obligations are secured by Real Property which meansexercise of any rights or remedies, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on shall forfeit any Real Property pledged by other rights or remedies, including the right to enter a deficiency judgment against any Loan PartyObligor or other Person, the amount whether because of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure saleany applicable laws pertaining to “election of remedies” or otherwise, Holdings consents to such action and waives any claim based upon it, even if the Real Property is worth more than the sale price; and (iii) the Agent action may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver result in loss of any rights and defenses any Loan Party may of subrogation that Holdings might otherwise have because the Obligations are secured by Real Propertyhad. These rights and defenses include, but are not limited to, any rights Any election of remedies that results in denial or defenses based upon Section 580a, 580b, 580d or 726 impairment of the California Code right of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives Agent or any and all claim, defense Lender to seek a deficiency judgment against the Borrower or benefit arising directly or indirectly under any one or more of Sections 2787 other Obligor shall not impair Holdings’ obligation to 2855 inclusive pay the full amount of the California Civil Code or any similar law of CaliforniaObligations.

Certain Waivers. Each The Guarantor waives and agrees not to assert: (ai) any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Designated Borrowers, any other Loan Party or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Designated Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) obligor of the liability Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Partyforegoing, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor waives and agrees not to assert: (ai) any right to require any Guaranteed Party to marshal assets in favor of the Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Borrower, any other Loan Party or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever Person; (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (biv) any defense based on upon any claim that such GuarantorGuaranteed Party’s obligations exceed errors or are more burdensome than those omissions in the administration of the Borrower or any other Loan Party; Guaranteed Obligations; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any rights to set-offs and counterclaims; (vi) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against the Borrower or any other Loan Partyobligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor 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 any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the Borrower or any other Loan PartyBorrowers; (bii) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require any Lender Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Lender Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any Secured Lender 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Holdings and each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision except as otherwise expressly set forth in this Agreement. (b) Holdings and each Subsidiary Guarantor agrees that its obligations hereunder are absolute and unconditional, each irrespective of (i) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Loan Obligations or Loan Document, or any other document, instrument or agreement to which any Borrower or other Loan Party waives all rights and defenses arising out is or may become a party or be bound; (ii) the absence of an election any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of remedies any kind by Administrative Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure Lender with respect thereto; (iii) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for a guaranteed obligationthe Loan Obligations or any action, has destroyed such Agent’s or L▇▇▇▇▇’s rights the absence of subrogation and reimbursement against such Loan Party any action, by Administrative Agent or any Lender in respect thereof (including the operation release of Section 580(dany security or guarantee); (iv) the insolvency of the California Code of Civil Procedure any Borrower or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among any other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (iiv) if any election by Administrative Agent or any Lender forecloses on in proceeding under Debtor Relief Laws for the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any Real Property pledged borrowing or grant of a Lien by any Borrower or other Loan Party, the amount as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (vii) the disallowance of any claims of Administrative Agent or any Lender against any Borrower for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (viii) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except defense of payment in full. (c) Holdings and each Subsidiary Guarantor expressly waives, to the fullest extent permitted by law, all rights that it may be reduced only have now or in the future under any statute, at common law, in equity or otherwise, to compel Administrative Agent or Lenders to marshal assets or to proceed against any Borrower, or any other Person or security for the payment or performance of any Secured Obligations before, or as a condition to, proceeding against Holdings or such Subsidiary Guarantor. Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than defense of payment in full. It is agreed among Holdings and each Subsidiary Guarantor, Administrative Agent and Lenders that the provisions of this Article XI are essential to the transaction contemplated by the price Loan Documents and that, but for which such provisions, Administrative Agent and Lenders would decline to make Loans and issue Letters of Credit. Holdings and each Subsidiary Guarantor acknowledges that Real Property its guarantee pursuant to this Section is sold at necessary to the conduct and promotion of its business, and can be expected to benefit such business. (d) Administrative Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure saleor non-judicial sale or enforcement, without affecting any rights and remedies under this Article XI. If, in taking any action in connection with the exercise of any rights or remedies, Administrative Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Loan Party or other Person, whether because of any applicable Laws pertaining to “election of remedies” or otherwise, Holdings and each Subsidiary Guarantor consents to such action and waives any claim based upon it, even if the Real Property is worth more than the sale price; and (iii) the Agent action may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver result in loss of any rights and defenses of subrogation that Holdings or any Loan Party may Subsidiary Guarantor might otherwise have because the Obligations are secured by Real Propertyhad. These rights and defenses include, but are not limited to, any rights Any election of remedies that results in denial or defenses based upon Section 580a, 580b, 580d or 726 impairment of the California Code right of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, Administrative Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair Holdings’ and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 each Subsidiary Guarantor’s obligation to 2855 inclusive pay the full amount of the California Civil Code or any similar law of CaliforniaLoan Obligations.

Certain Waivers. Each Guarantor The Company waives (ai) any defense arising by reason of any disability or other defense of the any Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the Borrower or any other Loan PartyDesignated Borrower; (bii) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyDesignated Borrower; (ciii) the benefit of any statute of limitations affecting any GuarantorDesignated Borrower’s liability hereunder; (div) except as expressly set forth in Section 10.01(f) below, any right to proceed against the Borrower or any other Loan PartyDesignated Borrower, proceed against or exhaust any security for the Secured Guaranteed Designated Borrower Obligations, or pursue any other remedy in the power of any Secured 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 any Secured Lender 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Designated Borrower Obligations, and all notices of acceptance of this Company Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Designated Borrower Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each The Guarantor waives hereby knowingly, voluntarily and expressly waives: (a) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Note Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to NYSE and of any of the matters referred to in Section 2 hereof and of any rights to consent thereto; (b) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by the Guarantor hereunder, to proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of, NYSE, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against NYSE, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; (c) any right or defense based on or arising by reason of any disability right or other defense of the Borrower NYSE or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of NYSE or any other Person, the invalidity or unenforceability of any Guaranteed Obligations or any Note Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of NYSE for any reason other than the Borrower or any other Loan Party; satisfaction of the Termination Requirement; (bd) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty, security or other liability in respect thereof or any collateral or other Loan Party; security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (de) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against or exhaust any security for Guaranteed Party in respect of the Secured Guaranteed Obligations (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the indefeasible payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor hereby, to the extent permitted by applicable Law, waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Creditor Party) of the liability of the Borrower or any (other Loan Partythan the defense of prior payment in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right requirement to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of any Secured Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives (a) Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Lender to perform any of its obligations hereunder shall be a valid defense arising by reason of to, or result in any disability or other defense offset against, any payments which Borrower is obligated to make under any of the Borrower or Loan Documents. Without limiting any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of other provisions contained herein, Borrower hereby unconditionally and irrevocably waives, to the Borrower maximum extent not prohibited by applicable law, any rights it may have to claim or recover against Lender in any other Loan Party; legal action or proceeding any special, exemplary, punitive or consequential damages. (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to To the fullest extent permitted by lawapplicable Legal Requirements, Borrower hereby irrevocably waives and relinquishes any right, remedy, claim or defense that Borrower may have, or have the right to assert, in order to avail itself of the benefits of any Emergency Law, or otherwise exercise any right or option under any Emergency Law, where such Emergency Law (A) permits (x) Borrower to defer payment of, or otherwise elect not to pay, any amounts as and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting when due under the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect Loan Documents and/or (y) Borrower to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoingdelay performance of, or otherwise elect not to perform, any non-monetary obligation of any other waiver or other provision set forth in this Agreement, each Borrower as and when required under the Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Documents and/or (B) prevents Lender, even though that election of remediesor requires Lender to forbear, from exercising (at such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s time or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by another time in the operation of Section 580(dfuture) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more rights or remedies that, in the absence of Sections 2787 such Emergency Law, could otherwise be available to 2855 inclusive of Lender under the California Civil Code Loan Documents or any similar law of Californiaapplicable Legal Requirements.

Certain Waivers. Each Guarantor waives hereby knowingly, voluntarily and expressly waives: (ai) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrowers and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by such Guarantor hereunder, to proceed against, or to exhaust or have resort to any Collateral or other security from or any deposit balance or other credit in favor of, the Borrowers, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrowers, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; (iii) any right or defense based on or arising by reason of any disability right or other defense of the Borrower Borrowers or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrowers or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or Borrowers for any reason other Loan Party; than the satisfaction of the Termination Requirements; (biv) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other Loan Party; security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or setoff, any defense, counterclaim, claim, right of recoupment or setoff that it may at any time have against or exhaust any security for Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the Secured payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (evi) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyAdministrative Agent) of the liability of the Borrower or any other Loan PartyGuarantor; (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to require Administrative Agent to proceed against the Borrower or any other Loan PartyGuarantor, proceed against or exhaust any collateral security for the Secured Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Administrative Agent; (f) any Secured Partybankruptcy or insolvency of Borrower; (g) any change in ownership of Borrower or any other Guarantor; (h) any defense based on any act or failure to act of Administrative Agent referred to in Section 3; and (fi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable applicable Law limiting the liability of or exonerating guarantors or suretiessureties including any defenses based on suretyship or impairment of collateral. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the any Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Secured PartyLender) of the liability of the Borrower or any other Loan PartyDesignated Borrower; (b) any defense based on any claim that such Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyDesignated Borrowers; (c) the benefit of any statute of limitations affecting any GuarantorDesignated Borrower’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan PartyDesignated Borrower, proceed against or exhaust any security for the Secured Designated Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent or any Secured Party Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured PartyLender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Company expressly waives all setoffs 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 Secured Designated Borrower Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Designated Borrower Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower right to require the Beneficiaries to proceed against the Company or any other guarantorObligor, to proceed against or exhaust any collateral or to pursue any other remedy in any Beneficiary's power whatsoever and the cessation from any cause whatsoever (including any act or omission of any Secured Party) right to have the property of the liability of the Borrower Company or any other Loan Party; Obligor first applied to the discharge of the Obligations; (b) any defense based on any claim all rights and benefits under applicable law purporting to reduce a Guarantor's obligations in proportion to the obligation of the principal or providing that such Guarantor’s obligations exceed the obligation of a surety or are Guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower or any other Loan Party; principal; (c) the benefit benefits of any statute of limitations affecting the Obligations or any Guarantor’s 's liability hereunder; ; (d) any right to proceed against the Borrower requirement of marshaling or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power principle of any Secured Party whatsoever; election of remedies; (e) any benefit right to assert against any Beneficiary any defense (legal or equitable), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against the Company or any other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of the Obligor Guarantee, and, except to the extent expressly required by the Guaranteed Securities or this Indenture, all other notices of any kind, including (i) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (ii) notice of any default by the Company or any other Obligor, (iii) notice that any portion of the Obligations is due, (iv) notice of any action against the Company or any other Obligor, or any enforcement or other action with respect to any collateral, or the assertion of any right of any Beneficiary hereunder; and (g) all defenses that at any time may be available to participate in any security Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiaeffect.

Certain Waivers. Each Guarantor waives (a) Each Credit Party agrees, to the extent it may lawfully do so, that it will not at any defense arising by reason time in any manner whatsoever claim or take the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption Law, or any Law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Security Document, hereby waives all benefit or advantage of all such Laws, and covenants that it will not hinder, delay or impede under color of any disability or other defense such Law the execution of any power granted to the Borrower Collateral Agent in this Agreement or any other guarantor, or Security Document but will suffer and permit the cessation from any cause whatsoever (including any act or omission execution of any Secured Party) of the liability of the Borrower or any other Loan Party; every such power as though no such Law were in force. (b) Each Credit Party, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including without limitation any defense based on and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any claim that such Guarantor’s obligations exceed or are more burdensome than those marshalling of the Borrower Collateral upon any sale, whether made under any power of sale granted herein or in any Security Document or pursuant to judicial proceedings or upon any foreclosure or any other Loan Party; (c) the benefit enforcement of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower this Agreement or any other Loan PartySecurity Document, proceed against or exhaust and consents and agrees that all the Collateral may at any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of such sale be offered and any right to participate in any security now or hereafter held by any Secured Party; and (f) to sold as an entirety. To the fullest extent permitted by lawLaw, each Credit Party hereby waives any and all rights it may at any time have to require the Collateral Agent or any other defenses Secured Creditor to exercise its rights and remedies under this Agreement, any Security Document any other Loan Document, any other agreement or benefits that may be derived from instrument, at Law or afforded in equity, as between different Persons or against any single Person in any particular order, method or manner. (c) Each Credit Party waives, to the extent permitted by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs applicable Law, presentment, demand, protest 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 any notice of any kind (except notices expressly required hereunder or nature whatsoever under any Security Document) in connection with this Agreement and the Security Documents and any action taken by the Collateral Agent with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaCollateral.

Certain Waivers. Each Guarantor waives hereby knowingly, voluntarily and expressly waives: (ai) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by such Guarantor hereunder, to proceed against, or to exhaust or have resort to any Collateral or other security from or any deposit balance or other credit in favor of, the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; and, without limiting the generality of the foregoing, each Guarantor hereby specifically waives the benefits of Sections 26-7 through 26-9, inclusive, of the General Statutes of North Carolina, as amended from time to time, and any similar statute or law of any other jurisdiction, as the same may be amended from time to time; (iii) any right or defense based on or arising by reason of any disability right or other defense of the Borrower or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or for any reason other Loan Party; than the satisfaction of the Termination Requirements; (biv) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other Loan Party; security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against or exhaust any security for Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the Secured payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (evi) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each The Guarantor waives hereby knowingly, voluntarily and expressly waives: a. presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (aincluding notice of default under the Notes or the Indenture with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Company and of any of the matters referred to in Section 2 hereof and of any rights to consent thereto; b. any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by the Guarantor hereunder, to proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of, the Company, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guarantee or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against the Company, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; c. any right or defense based on or arising by reason of any disability right or other defense of the Borrower Company or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Company or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Notes or the Indenture or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or Company for any reason other Loan Party; (b) than the satisfaction of the Termination Requirement; d. any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guarantee, security or other liability in respect thereof or any collateral or other Loan Party; (c) security for any of the benefit of foregoing, and promptness, diligence, or any statute of limitations affecting requirement that any Guarantor’s liability hereunder; (d) Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; e. any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed against as a defense, counterclaim, crossclaim or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by lawset-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against any Guaranteed Party in respect of the Guaranteed Obligations (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and all satisfaction and usury), other defenses or benefits that may be derived from than compulsory counterclaims and other than the indefeasible payment in full in cash of the Guaranteed Obligations; and f. any defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuarantee.

Certain Waivers. Each The Guarantor waives hereby knowingly, voluntarily and expressly waives: (aA) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrowers and of any of the matters referred to in Section 1.2 and of any rights to consent thereto; (B) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by the Guarantor hereunder, to proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of, any Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against the Borrowers, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; (C) any right or defense based on or arising by reason of any disability right or other defense of the any Borrower or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of any Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or Borrowers for any reason other Loan Party; than the satisfaction of the Termination Requirements; (bD) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty, security or other liability in respect thereof or any collateral or other Loan Party; security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dE) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against or exhaust any security for Guaranteed Party in respect of the Secured Guaranteed Obligations (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the indefeasible payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (eF) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor waives and agrees not to assert: (ai) any right to require the Lender to marshal assets in favor of the Company, such Guarantor, or any other Person, to proceed against the Company, or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9-611 of the New York UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of the Lender whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Borrower Company, such Guarantor or any other guarantor, or the cessation from any cause whatsoever Person; (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (biv) any defense based on any claim that such Guarantorupon the Lender’s obligations exceed errors or are more burdensome than those omissions in the administration of the Borrower or any other Loan Party; Guaranteed Obligations; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of such Guarantor or the right of such Guarantor to proceed against the Borrower Company, or any other Loan Partyobligor of the Guaranteed Obligations for reimbursement; and (vi) without limiting the generality of the foregoing, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existenceGuaranty, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of including any rights and defenses available to any Loan Party may have because the Obligations are secured Guarantor by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more reason of Sections 2787 to 2855 inclusive 2855, inclusive, of the California Civil Code Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or any similar law of Californiathe Guaranteed Obligations.

Certain Waivers. Each The Guarantor waives hereby knowingly, voluntarily and expressly waives: (aA) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 1.2 and of any rights to consent thereto; (B) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by the Guarantor hereunder, to proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of, the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; (C) any right or defense based on or arising by reason of any disability right or other defense of the Borrower or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or for any reason other Loan Party; than the satisfaction of the Termination Requirements; (bD) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty, security or other liability in respect thereof or any collateral or other Loan Party; security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dE) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against or exhaust any security for Guaranteed Party in respect of the Secured Guaranteed Obligations (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the indefeasible payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (eF) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, the Guarantor, or any other guarantorguarantor (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any such payment), or the cessation from any cause whatsoever (including any act or omission of any Secured Credit Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Credit Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured ObligationsIndebtedness, or pursue any other remedy in the Credit Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Credit Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting The Guarantor waives any rights and defenses that are or may become available to the generality Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the foregoingCalifornia Civil Code. As provided below, or this Guaranty shall be governed by, and construed in accordance with, the laws of any other waiver or other provision the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Agreement, each Loan Party waives all rights and defenses arising Guaranty which pertain to California law are included solely out of an election abundance of remedies by Agent or caution, and shall not be construed to mean that any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the above referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranteed Obligations.

Certain Waivers. Each Guarantor Guarantor, except as expressly set forth in this Guaranty, hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and, except as expressly set forth in this Guaranty, agrees not to assert or take advantage of any such waived and relinquished rights or remedies, including: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, require Beneficiary to proceed against or exhaust any security for held by Beneficiary before proceeding against Guarantor; (b) any defense that may arise by reason of the Secured Obligationsincapacity, lack of authority, death or pursue disability of any other remedy person or the failure of Beneficiary to file or enforce a claim against the estate (in the power administration, bankruptcy or any other similar proceeding) of any Secured Party whatsoever; other person; (ec) any benefit of except as expressly contemplated herein demand, presentment, protest and any right to participate in any security now or hereafter held by any 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. 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 notice of any kind or nature whatsoever with respect to the Secured Obligationskind, and all notices of acceptance of this Guaranty or including without limitation notice of the existence, creation or incurrence incurring of any new or additional Secured Obligations. Without limiting the generality of the foregoing, obligation or of any action or non-action on the part of the Principal or Beneficiary (other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out than a breach by Beneficiary of any of its obligations under the applicable Guaranteed Document); (d) any defense based upon an election of remedies by Agent Beneficiary which destroys or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s otherwise impairs the subrogation rights of subrogation Guarantor, the right of Guarantor to proceed against the Principal for reimbursement, or both; (e) any duty on the part of Beneficiary to disclose to Guarantor any facts Beneficiary may now or hereafter know about the Principal, regardless of whether Beneficiary has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor, since Guarantor acknowledges that Guarantor is fully responsible for being and reimbursement against such Loan Party by keeping informed of the operation financial condition of the Principal and of all circumstances bearing on the risk of non-payment of any Obligations hereby guaranteed; (f) any defense arising because of Beneficiary’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 580(d1111(b)(2) of the California Code Bankruptcy Code; (g) any defense based upon any borrowing or grant of Civil Procedure a security interest under Section 364 of the Bankruptcy Code; (h) demands, diligence, presentment, notices and any other circumstances which might otherwise constitute a legal or otherwise. Each Loan Party waives all rights equitable discharge or defense of a guarantor (other than performance of and/or compliance with the terms of such Obligations by the Guarantor and/or the person whose performance and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: compliance is being guaranteed); (i) Agent all rights, setoffs, counterclaims and defenses to which the Principal is or may collect be entitled under the Guaranteed Document arising from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount out of the Obligations may be reduced only by the price for which that Real Property is sold Guaranteed Document or at the foreclosure sale, even if the Real Property is worth more than the sale pricelaw or in equity; and and (iiij) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses defense based upon Section 580a, 580b, 580d any statute or 726 rule of law which provides that the California Code obligation of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or a surety must be neither larger in amount nor in other respects more burdensome than that of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiaa principal.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower any Obligor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan PartyObligor; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower or any other Loan PartyObligor; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the any Borrower or any other Loan PartyObligor, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoeverParty’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) any defense relating to the fullest extent permitted by law, failure of any Secured Party to comply with the Applicable Laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (j) any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. 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 Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives hereby knowingly, voluntarily and expressly waives: (ai) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Loan Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by such Guarantor hereunder, to proceed against, or to exhaust or have resort to any security from or any deposit balance or other credit in favor of, the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such security; (iii) any right or defense based on or arising by reason of any disability right or other defense of the Borrower or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any security therefor or any Loan Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or for any reason other Loan Party; than the satisfaction of the Termination Requirements; (biv) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty or other liability in respect thereof or any other Loan Party; security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against or exhaust any security for Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the Secured payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (evi) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower right to require the Beneficiary to proceed against the Company or any other guarantorObligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the cessation from any cause whatsoever (including any act or omission of any Secured Party) Beneficiary’s power whatsoever, and the right to have the property of the liability of the Borrower Company or any other Loan Party; Obligor first applied to the discharge of the Guarantied Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and any defense based on any claim that such Guarantorother Applicable Law purporting to reduce a guarantor’s obligations exceed in proportion to the obligation of the principal or are providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower or any other Loan Party; principal; (c) the benefit of any statute of limitations affecting any the Guarantied Obligations or such Guarantor’s liability hereunder; hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any right to proceed against the Borrower requirement of marshaling or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power principle of any Secured Party whatsoever; (e) any benefit election of remedies and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lenderthe Beneficiary, even though that election of remedies, such as a nonjudicial non-judicial foreclosure with respect to the security for a guaranteed guarantied obligation, has destroyed such Agent’s or L▇▇▇▇▇Guarantor’s rights of subrogation subrogation, and reimbursement against such Loan Party the Company by the operation of Section 580(d) 580d of the California Code of Civil Procedure or otherwise. Each Loan Party waives ; (e) any right to assert against the Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against the Company or any other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all rights other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any failure of the Beneficiary to comply with Applicable Law in connection with a disposition of Collateral; (h) all defenses that at any time may be available to such Loan Party may have because the Obligations are secured Guarantor by Real Property which meansvirtue of any valuation, among stay, moratorium or other things: law now or hereafter in effect; (i) Agent may collect from any Loan Party without first foreclosing failure, omission, delay or lack of diligence on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount part of the Obligations may be reduced only by Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 Beneficiary in respect of the California Code of Civil Procedure. Each Loan Party hereby absolutelyGuarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, knowinglyINCLUSIVE, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaAND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan PartyBorrowers; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) subject to Section 10.05, any right to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) subject to Section 10.05, any benefit of and any right to participate in any security now or hereafter held by any 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 applicable Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent permitted under applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the foregoingCalifornia Civil Code. As provided below, or this Guaranty shall be governed by, and construed in accordance with, the laws of any other waiver or other provision the Commonwealth of Pennsylvania. The foregoing waivers and the provisions hereinafter set forth in this Agreement, each Loan Party waives all rights and defenses arising Guaranty which pertain to California law are included solely out of an election abundance of remedies by Agent or caution, and shall not be construed to mean that any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the above-referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaObligations.

Certain Waivers. Each The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party, or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any (other Loan Partythan the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoeverwhatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); and (g) 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 suretiessureties (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds). Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the foregoingGuaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any other waiver collateral therefor, or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent any fact or any Lender, even though that election of remedies, such as circumstance relating to the Guaranteed Obligations which might otherwise constitute a nonjudicial foreclosure with respect defense to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) obligations of the California Code of Civil Procedure Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds), and the Guarantor hereby irrevocably waives any defenses it may now have or otherwise. Each Loan Party waives hereafter acquire in any way relating to any or all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more foregoing (other than the sale price; defense that the Guaranteed Obligations have been fully performed and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiapaid in full in immediately available funds).

Certain Waivers. Each Revolver Guarantor waives hereby irrevocably: (ai) any defense arising by reason Submits to the nonexclusive jurisdiction of any disability New York state or other defense of the Borrower or any other guarantorfederal court sitting in New York County, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now action or hereafter held by any Secured Party; proceeding arising out of or relating to this Agreement, and (f) each Revolver Guarantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. Each Revolver Guarantor hereby waives to the fullest extent permitted by lawit may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each Revolver Guarantor hereby appoints the process agent identified below (the “Process Agent”) as its agent to receive on behalf of such party and all its respective property service of copies of the summons and complaint and any other defenses or benefits that process which may be derived from served in any action or afforded proceeding. Such service may be made by Applicable Law limiting mailing or delivering a copy of such process to the liability Revolver Guarantor in care of or exonerating guarantors or suretiesthe Process Agent at the Process Agent’s address, and each Revolver Guarantor hereby authorizes and directs the Process Agent to receive such service on its behalf. Each Revolver Guarantor expressly waives all setoffs agrees that a final judgment in any such action or proceeding shall be conclusive and counterclaims and all presentmentsmay be enforced in other jurisdictions (or any political subdivision thereof) by suit on the judgment or in any other manner provided at law. Each Revolver Guarantor further agrees that it shall, demands for payment so long as any commitment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands any obligation of any kind or nature whatsoever with respect Loan Party to any Revolver Lender remains outstanding, continue to retain Process Agent for the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision purposes set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Section 14. The Process Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or Lis ▇▇▇▇▇’s rights ▇▇▇▇ Coal Company, Inc., with an office on the date hereof as set forth in the Credit Agreement. The Process Agent hereby accepts the appointment of subrogation and reimbursement against such Loan Party Process Agent by the operation of Section 580(d) Companies and agrees to act as Process Agent on behalf of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; Companies; (ii) if Agent Waives any objection to jurisdiction and venue of any action instituted against it as provided herein and agrees not to assert any defense based on lack of jurisdiction or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale pricevenue; and and (iii) the Agent may collect Obligations from a Loan Party even if AgentWAIVES TRIAL BY JURY IN ANY ACTION, by foreclosing on any such Real PropertySUIT, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses includePROCEEDING, but are not limited toOR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS GUARANTY, any rights or defenses based upon Section 580aTHE CREDIT AGREEMENT, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaOR ANY OTHER LOAN DOCUMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Agent, Collateral Agent, Documentation Agent, or any Secured PartyLender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Agent, Collateral Agent, Documentation Agent, or any Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Agent’s, Collateral Agent’s, Documentation Agent’s, or any Lender’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by Agent, Collateral Agent, Documentation Agent, or any Secured PartyLender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of Guarantor waives any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party are or may have because the Obligations are secured become available to Guarantor by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more reason of Sections 2787 to 2855 inclusive 2855, inclusive, 2899 and 3433 of the California Civil Code or any similar law of CaliforniaCode.

Certain Waivers. Each Guarantor waives waives, in each case to the extent permitted under any Applicable Law: (a) any defense arising by reason requirement, and any right to require, that any right or power be exercised or any action be taken against the Borrower, any other Guarantor or guarantor or the Collateral or any other collateral for the Guaranteed Obligations; (b) all defenses (other than payment of the Guaranteed Obligations) to, and all setoffs, counterclaims and claims of recoupment against, the Guaranteed Obligations that may at any disability or other defense of time be available to the Borrower or any other Guarantor or guarantor; (i) notice of acceptance of and intention to rely on the Loan Documents, (ii) notice of the making or renewal of any Loans, the cessation from issuance of any cause whatsoever Letters of Credit or other extensions of credit hereunder and of the incurrence or renewal of any other Guaranteed Obligations, (iii) notice of any of the matters referred to in Section 10.07 and (iv) all other notices that may be required by Applicable Law or otherwise to preserve any rights against such Guarantor under the Loan Documents, including any act or omission notice of any Secured Party) of the liability of the Borrower or any other Loan Party; default, demand, dishonor, presentment and protest; (bd) any defense based on upon, arising out of or in any way related to (i) any claim that such Guarantor’s obligations exceed any sale or are more burdensome than those other disposition of the Borrower Collateral or any other Loan Party; collateral for the Guaranteed Obligations was not conducted in a commercially reasonable fashion or that a public sale, should the Guaranteed Parties have elected to so proceed, was, in and of itself, not a commercially reasonable method of sale, (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dii) any right to proceed against the Borrower or claim that any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent the Guaranteed Parties, including the exercise by the Guaranteed Parties of any rights against the Collateral or any Lenderother collateral, even though that election of remediesimpaired, such as a nonjudicial foreclosure with respect to security for a guaranteed obligationreduced, has destroyed such Agent’s released or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses otherwise extinguished any right that such Loan Party may Guarantor might otherwise have because had against the Obligations are secured by Real Property which meansBorrower, among any other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent Guarantor or any Lender forecloses on other guarantor or against the Collateral or any Real Property pledged by other collateral, including any Loan Partyright of subrogation, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure saleexoneration, even if the Real Property is worth more than the sale price; and reimbursement or contribution or right to obtain a deficiency judgment, (iii) the Agent may collect Obligations from a Loan Party even if Agentany claim based upon, by foreclosing on arising out of or in any such Real Property, has destroyed way related to any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each matters referred to in Section 10.07 and (iv) any claim that the Loan Party hereby absolutelyDocuments should be strictly construed against the Guaranteed Parties; and (e) ALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, knowinglyBUT FOR THIS CLAUSE (e), unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaBE AVAILABLE TO A GUARANTOR OR THIRD PARTY SURETY AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS UNDER THIS ARTICLE 10.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Creditor Party) of the liability of the Borrower or any (other Loan Partythan the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right requirement to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of any Secured Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each The Parent Guarantor hereby irrevocably waives to the fullest extent permitted by law (a) any defenses (other than a defense arising by reason of payment or performance) it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) without limiting Section 10.02, any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (iii) any disability or other defense of the Borrower or any other guarantor, Loan Party or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (biv) any defense based on any claim that such the Parent Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (cv) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; or (vi) without limiting Section 10.02, the failure of any other Person to Guarantee the Guaranteed Obligations as required pursuant to Section 6.11 or the release or reduction of liability of any other Guarantor; (b) the benefit of any statute of limitations affecting any the Parent Guarantor’s liability hereunder; (dc) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, any Lender, any L/C Issuer, the Swing Line Lender or any other Secured Party whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by as security for the Guaranteed Obligations; (e) presentment or protest to, demand of or payment from the Borrower or any Secured Partyother Guarantor of any of the Guaranteed Obligations; (f) notice of acceptance of its guarantee and notice of protest for nonpayment; 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each The Parent 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 Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever. The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (other than full payment and performance), or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower Borrower; (c) any defense, set off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to or be asserted by any Loan Party or any other Loan Person against any Secured Party; (cd) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (de) any right to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any other Secured Party’s power of any Secured Party whatsoever; (ef) any benefit of and any right to participate in any security now or hereafter held by the Agent or any other Secured Party; (g) any change in (i) the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, any Guarantied Document or any assignment or transfer of any Guarantied Document; (h) any lack of validity or enforceability of any Guarantied Document or any assignment or transfer of any Guarantied Document; (i) any furnishing to any of the Secured Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations; (j) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party; (k) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (l) any act or failure to act by any Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against any other Loan Party or any other Person to recover payments made under this Guaranty; (m) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Guarantied Obligations; (n) any application of sums paid by any Loan Party or any other Person with respect to the liabilities of any Loan Party to any of the Secured Parties, regardless of what liabilities of the Borrower remain unpaid; (o) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; (p) any change in the corporate existence, structure or ownership of any Loan Party; (q) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; (r) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; and (fs) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, including but are not limited toto the benefits of N.C. General Statutes §§ 26‑7 through 26‑9 inclusive, any rights or defenses based upon Section 580aas amended, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiastatute.

Certain Waivers. Each Guarantor Borrower hereby irrevocably and unconditionally waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; promptness and diligence, (ii) if notice of any actions taken by Administrative Agent or any Lender forecloses on hereunder or under any Real Property pledged by other Loan Document or any Loan Partyother agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) all other notices, demands and protests, and all other formalities of every kind in connection with the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from enforcement of Borrower's obligations hereunder and under the other Loan Parties. This is an unconditional and irrevocable waiver Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any rights and defenses of its obligations hereunder or under the other Loan Documents, (iv) any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code requirement that Administrative Agent or any similar Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of Californiapayment by Borrower pursuant hereto or to any other Loan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (W) INJUNCTIVE RELIEF, (X) A TRIAL BY JURY, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Each Guarantor Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to require Lender to proceed against the Borrower or any other Loan Party, Person or to proceed against or exhaust any security for the Secured Obligations, held by Lender at any time or to pursue any other remedy in the Lender’s power of any Secured Party whatsoever; before proceeding against Pledgor; (eb) any benefit defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of the Pledge Parties or any other Person or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of the Pledge Parties or any other Person; (c) any right to enforce any remedy that Lender may have against the Borrower or any other Person and any right to participate in any security now or hereafter held by Lender until the Obligations have been paid and the covenants of the Credit Documents have been performed in full; (d) except for notices expressly provided for herein or in any Secured Party; other Credit Document, any right to require Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Credit Agreement or any of the Credit Documents; (e) any right to assert the bankruptcy or insolvency of Pledgor, the Borrower or any other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; (f) any right under any law purporting to reduce Pledgor’s obligations hereunder if the fullest extent permitted by law, any and all Obligations are reduced other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability than as a result of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices performance of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of such Obligations; (g) any kind or nature whatsoever with respect to defense based on the Secured Obligations, and all notices of acceptance of this Guaranty or repudiation of the existence, creation Credit Documents by the Pledge Parties or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this AgreementPerson, each Loan Party waives all rights and defenses the failure by Lender to enforce any claim arising out of an alleged breach of any Credit Document against the Pledge Parties or any other Person or the unenforceability in whole or in part of any Credit Documents; (h) all suretyship and guarantor’s defenses generally (other than full payment and performance of the Obligations); (i) any right to insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by Lender of, this Agreement; (j) any requirement on the part of Lender to mitigate the damages resulting from any default; (k) any defense based upon an election of remedies by Agent Lender, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against the Borrower or another Person for reimbursement, or both; (l) any defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (m) any defense whatsoever on the part of any Pledge Party based on any act, failure to act, delay, omission or failure to observe or perform any covenant, condition or agreement to be observed or performed by it under the Credit Documents; (n) any defense, setoff or counterclaim which may at any time be available to or asserted by any Pledge Party or any Lenderof their respective Affiliates against Lender or any other Person under the Credit Documents; provided that nothing in this clause (n) shall be deemed a waiver of any claim by a Pledge Party under the Credit Documents; (o) any duty on the part of Lender to disclose to Pledgor any facts Lender may now or hereafter know about any Pledge Party or any of their respective Affiliates, even though regardless of whether Lender has reason to believe that election of remediesany such facts materially increase the risk beyond that which Pledgor intends to assume, such as a nonjudicial foreclosure with respect or has reason to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses believe that such Loan Party may have because the Obligations facts are secured by Real Property which meansunknown to Pledgor, among other things: or has a reasonable opportunity to communicate such facts to Pledgor; and (p) any defense based on (i) Agent may collect from any Loan Party without first foreclosing on change in the time, manner or place of any Real Property pledged by a Loan Party; payment under the Credit Documents, (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of increase in the Obligations may be reduced only by under the price for which that Real Property is sold at the foreclosure saleCredit Documents, even if the Real Property is worth more than the sale price; and or (iii) the Agent may collect Obligations from a Loan Party even if Agentany modification, by foreclosing on amendment, renewal, extension, acceleration, compromise, waiver of, consent to or any such Real Property, has destroyed any right any Loan Party may have to collect other departure from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 terms of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaCredit Documents.

Certain Waivers. Each The Guarantor waives (to the fullest extent permitted by applicable law): (i) presentment, diligence, protest, demand, notice of demand, notice of acceptance or reliance, notice of the creation of any Guaranteed Obligation in reliance hereon, notice of non-payment, notice of dishonor, notice of protest, and all other notices (except notices, if any, expressly provided for herein), (ii) any requirement that any right, remedy or power first be exercised or any action first be taken against the Borrower, any other guarantor or any collateral for any of the Guaranteed Obligations or for any guaranty prior to the Guaranteed Party exercising its rights, remedies or powers, or taking any other action, with respect to the Guarantor; (iii) any right to defer or modify Guarantor's obligations hereunder by reason of any Act of Insolvency; (iv) notice of disposition of any collateral; (v) any defense based upon, arising out of or in any way related to (a) any defense arising by reason claim that any sale or other disposition of any disability or other defense collateral for any of the Borrower or any other guarantorGuaranteed Obligations was not conducted in a commercially reasonable manner, or that otherwise such sale or disposition was not in compliance with Applicable Law (as defined in the cessation from any cause whatsoever (including any act Credit Agreement), or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those any election of remedies by the Borrower Guaranteed Party, or any other Loan action of Guaranteed Party; (c) , impaired, reduced, released or extinguished any rights, including, but not limited to, any rights of subrogation, exoneration, indemnity, reimbursement and contribution, that the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed Guarantor might otherwise have had against the Borrower or any other Loan Party, proceed guarantor or against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partycollateral; and (fvi) to the fullest extent permitted by lawANY AND ALL OTHER DEFENSES, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentmentsWHETHER ARISING UNDER ANY STATUTE OR AT LAW OR IN EQUITY, demands for payment or performanceTHAT WOULD, notices of nonpayment or nonperformanceBUT FOR THIS CLAUSE (vi), protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaBE AVAILABLE TO THE GUARANTOR AS A DEFENSE AGAINST OR REDUCTION OF ANY OR ALL OF ITS LIABILITIES AND OTHER OBLIGATIONS HEREUNDER INCLUDING WITHOUT LIMITATION ANY DEFENSES OF A SURETY OR IMPAIRMENT OF COLLATERAL.

Certain Waivers. Each The Guarantor waives hereby knowingly, voluntarily and expressly waives: (ai) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by the Guarantor hereunder, to proceed against, or to exhaust or have resort to any security from or any deposit balance or other credit in favor of, the Borrower or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of the Guarantor against the Borrower or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; and, without limiting the generality of the foregoing, the Guarantor hereby specifically waives the benefits of Sections 26-7 through 26-9, inclusive, of the General Statutes of North Carolina, as amended from time to time, and any similar statute or law of any other jurisdiction, as the same may be amended from time to time; (iii) any right or defense based on or arising by reason of any disability right or other defense of the Borrower or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or for any reason other Loan Party; than the satisfaction of the Termination Requirements; (biv) any defense based on any claim that such Guarantor’s obligations exceed Guaranteed Party's acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, and any guaranty or any other Loan Party; liability in respect thereof; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against or exhaust any security for the Secured ObligationsGuaranteed Party (including, or pursue any without limitation, failure of consideration, statute of limitations, payment, accord and satisfaction and usury), other remedy in the power of any Secured Party whatsoeverthan compulsory counterclaims; and (evi) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor waives hereby knowingly, voluntarily and expressly waives: (ai) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by such Guarantor hereunder, to proceed against, or to exhaust or have resort to any collateral or other security from or any deposit balance or other credit in favor of, the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such collateral or other security; (iii) any right or defense based on or arising by reason of any disability right or other defense of the Borrower or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or for any reason other Loan Party; than the satisfaction of the Termination Requirements; (biv) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty, security or other liability in respect thereof or any collateral or other Loan Party; security for any of the foregoing, and promptness, diligence, or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against or exhaust any security for Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the Secured payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (evi) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each The Parent Guarantor hereby irrevocably waives to the fullest extent permitted by law (other than a defense of payment or performance) (a) any defense arising by reason defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) without limiting Section 9.02, any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (iii) any disability or other defense of the Borrower or any other guarantor, Loan Party or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (biv) any defense based on any claim that such the Parent Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (cv) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; or (vi) without limiting Section 9.02, the failure of any other Person to Guarantee the Obligations as required pursuant to Section 5.11 guarantee or agreement or the release or reduction of liability of any other Guarantor; (b) the benefit of any statute of limitations affecting any the Parent Guarantor’s liability hereunder; (dc) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of the Administrative Agent, any Secured Party Lender, any Issuing Bank or the Swingline Lender whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by as security for the Obligations; (e) presentment or protest to, demand of or payment from the Borrower or any Secured Partyother Guarantor of any of the Obligations; (f) notice of acceptance of its guarantee and notice of protest for nonpayment; 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each The Parent 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor The Administrative Borrower waives (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other guarantorForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Secured Party) of the liability of the Borrower any Loan Party or any other Loan PartyForeign Swap Obligor; (b) any defense based on any claim that such Guarantorthe Administrative Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the Borrower Guarantors or any other Loan PartyForeign Swap Obligor; (c) the benefit of any statute of limitations affecting any Guarantorthe Administrative Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to proceed against require the Borrower Administrative Agent or any other Secured Party to proceed against any other Loan PartyParty or any Foreign Swap Obligor, proceed against or exhaust any security for the Secured Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any other Secured Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other 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 applicable Law limiting the liability of or exonerating guarantors or sureties, other than payment in full in cash of all Obligations (other than unasserted contingent obligations not yet due) and termination of all Commitments. Each Guarantor For so long as any Obligations remain outstanding, the Administrative Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Subsidiary Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Subsidiary Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives and agrees not to assert: (ai) any right to require any Guaranteed Party to marshal assets in favor of any Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Borrowers, any other Loan Party or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of § 9-611 of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Borrowers or any other Person; (iv) any defense based upon any Guaranteed Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) obligor of the liability Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Partyforegoing, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyGuarantee Beneficiary) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower (or any other Loan Partyall Borrowers); (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any other Guarantee Beneficiary’s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured PartyGuarantee Beneficiary; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty; (g) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation and (h) any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and paid in full in cash. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower right to require the Beneficiaries to proceed against the Company or any other guarantorObligor, to proceed against or exhaust any collateral or to pursue any other remedy in any Beneficiary’s power whatsoever and the cessation from any cause whatsoever (including any act or omission of any Secured Party) right to have the property of the liability of the Borrower Company or any other Loan Party; Obligor first applied to the discharge of the Obligations; (b) any defense based on any claim that such all rights and benefits under applicable law purporting to reduce a Guarantor’s obligations exceed in proportion to the obligation of the principal or are providing that the obligation of a surety or Guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower or any other Loan Party; principal; (c) the benefit benefits of any statute of limitations affecting the Obligations or any Guarantor’s liability hereunder; ; (d) any right to proceed against the Borrower requirement of marshaling or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power principle of any Secured Party whatsoever; election of remedies; (e) any benefit right to assert against any Beneficiary any defense (legal or equitable), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against the Company or any other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of the Obligor Guarantee, and, except to the extent expressly required by the Guaranteed Securities or this Indenture, all other notices of any kind, including (i) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (ii) notice of any default by the Company or any other Obligor, (iii) notice that any portion of the Obligations is due, (iv) notice of any action against the Company or any other Obligor, or any enforcement or other action with respect to any collateral, or the assertion of any right of any Beneficiary hereunder; and (g) all defenses that at any time may be available to participate in any security Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiaeffect.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, Parent, or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Credit Party) of the liability of the Borrower or (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any other Loan Partysuch payment); (b) any defense based on any claim that such any Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to require the Credit Parties to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured ObligationsIndebtedness, or pursue any other remedy in the Credit Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Credit Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the foregoingCalifornia Civil Code. As provided below, or this Guaranty shall be governed by, and construed in accordance with, the laws of any other waiver or other provision the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Agreement, each Loan Party waives all rights and defenses arising Guaranty which pertain to California law are included solely out of an election abundance of remedies by Agent or caution, and shall not be construed to mean that any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the above referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranteed Obligations.

Certain Waivers. (a) Each Guarantor waives waives, to the extent permitted by applicable Law, (ai) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (bii) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (ciii) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (div) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any Secured 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 applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting . (b) Notwithstanding anything to the generality of the foregoing, or of contrary contained in any other waiver or other provision set forth in this AgreementLoan Document, each Loan Party Thai Guarantor irrevocably and unconditionally, to the extent permitted by applicable law, waives all rights to avoid its obligations under this Guaranty which it may have under Sections 196, 293, 294, 684, 687, 688 to 690, 693, 694 and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect 697 to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) 701 of the California Civil and Commercial Code of Civil Procedure or otherwise. Each Loan Party waives all Thailand and agrees not to exercise any of its rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount under Section 696 of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; Civil and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Commercial Code of Civil Procedure. Each Loan Party hereby absolutelyThailand unless and until the Guaranteed Obligations have been fully and irrevocably paid, knowingly, unconditionally, and expressly waives any and all claim, defense repaid or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiadischarged.

Certain Waivers. Each Guarantor waives (a) any defense arising Pledgor hereby waives and relinquishes, to the maximum extent permitted by reason applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any disability such rights or other defense of the Borrower or any other guarantorremedies, or the cessation from any cause whatsoever including: (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (di) any right to require the Lender to proceed against the Borrower any Person or any other Loan Party, to proceed against or exhaust any security for held by the Secured Obligations, Lender at any time or to pursue any other remedy in the power of any Secured Party whatsoeverLender's powers before proceeding against Pledgor; (eii) any benefit defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor or any other Person or the failure of the Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor or any other Person; (iii) any right to enforce any remedy that the Lender may have against any Person and any right to participate in any security held by the Lender until the Obligations have been paid in full; (iv) any right to require the Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests; (v) any right to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of the Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any right under any law purporting to reduce Pledgor's obligations hereunder if the Obligations are reduced other than as a result of payment of such Obligations; (vii) any defense based on the repudiation of the Loan Documents by any Person, the failure by the Lender to enforce any claim against Pledgor or any other Person or the unenforceability in whole or in part of any Loan Document; (viii) all suretyship and guarantor's defenses generally; (ix) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by the Lender of, this Agreement; (x) any requirement on the part of the Lender to mitigate the damages resulting from any default; (xi) any defense based upon an election of remedies by the Lender, including an election to proceed by non judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against another Person for reimbursement, or both; (xii) any duty on the part of the Lender to disclose to Pledgor any facts the Lender may now or hereafter held by know, regardless of whether the Lender has reason to believe that any Secured Partysuch facts materially increase the risk beyond that which Pledgor intends to assume, or has reason to believe that such facts are unknown to Pledgor, or has a reasonable opportunity to communicate such facts to Pledgor; (xiii) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Loan Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Loan Documents; and (fxiv) to any defense based upon any borrowing or grant of a security interest under Section 364 of the fullest Bankruptcy Code. (b) To the extent permitted by law, Pledgor waives the posting of any and all bond otherwise required of the Lender in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other defenses security for the Obligations, to enforce any judgment or benefits that may be derived from other court order entered in favor of the Lender, or afforded to enforce by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or specific performance, notices of nonpayment temporary restraining order, preliminary or nonperformancepermanent injunction, protests, notices of protest, notices of dishonor and all other notices this Agreement or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver agreement or other provision set forth in this Agreement, each Loan Party waives all rights document between Pledgor and defenses arising out the Lender. Pledgor further agrees that upon the occurrence and during the continuation of an election Event of remedies by Agent Default, the Lender may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any Lenderpart thereof; or to exercise any other remedy against any Person, even though that election of remedies, such as a nonjudicial foreclosure with respect to any security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure saleguarantor, even if the Real Property effect of that action is worth more than to deprive Pledgor of the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect reimbursement from any Person for any sums paid by Pledgor to the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaLender.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyBeneficiary) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower or any other Loan Partyguarantor; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right to proceed against require the Borrower Administrative Agent or any other Loan PartyBeneficiary to proceed against any Borrower, proceed against or exhaust any security for the Secured ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured Partyother Beneficiary; (f) any defense based on any claim that the liability and obligations of such Guarantor hereunder were released, discharged, limited or otherwise affected by: (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrowers or any Guarantor under the Documents other than upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Obligations, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of either Borrower, any Guarantor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting either Borrower, any Guarantor or any other Person or their respective assets, (v) the existence of any set-off, counterclaim, claim or other right which either Borrower or any Guarantor may have at any time against the Beneficiaries or any other Person, whether in connection with the Credit Agreement, this Guaranty or any other Document or which may be available to or asserted by any Guarantor or any Borrower against a Beneficiary or any of its affiliates, (vi) any provision of applicable law purporting to prohibit or limit the payment by either Borrower or any Guarantor, as applicable, of any Obligation, and the foregoing is hereby waived by each Guarantor to the extent permitted under applicable law, (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other Person on behalf of a Beneficiary to payment of the Obligations, (viii) any release, substitution or addition of any other guarantor of the Obligations, (ix) any failure of any Beneficiary or any other Person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against either Borrower, any Guarantor or any other Person, or to apply or exhaust any security held from either Borrower, any Subsidiary or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of either Borrower, any Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of either Borrower, any Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of either Borrower, any Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of either Borrower, any Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under applicable law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to either Borrower or any Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property, or (xv) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against either Borrower, any Guarantor or any other Person, including any discharge or bar against collection of any of the Obligations; and (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 applicable law limiting the liability of or exonerating guarantors or sureties, except for the indefeasible payment in full of the Obligations. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor Borrower hereby irrevocably and unconditionally waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; promptness and diligence, (ii) if notice of any actions taken by Administrative Agent or any Lender forecloses on hereunder or under any Real Property pledged by other Loan Document or any Loan Partyother agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) all other notices, demands and protests, and all other formalities of every kind in connection with the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from enforcement of Borrower’s obligations hereunder and under the other Loan Parties. This is an unconditional and irrevocable waiver Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any rights and defenses of its obligations hereunder or under the other Loan Documents, (iv) any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code requirement that Administrative Agent or any similar Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower’s assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of Californiapayment by Borrower pursuant hereto or to any other Loan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (W) INJUNCTIVE RELIEF, (X) A TRIAL BY JURY, (Y) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the either Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Secured Party) of the liability of either Borrower other than payment in full of the Borrower or any other Loan PartyGuaranteed Obligations; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrowers; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrower or any other Loan PartyBorrowers, proceed against or exhaust any security for the Secured ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Secured Party’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting The Guarantor waives any rights and defenses that are or may become available to the generality Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the foregoingCalifornia Civil Code. As provided below, or this Guaranty shall be governed by, and construed in accordance with, the laws of any other waiver or other provision the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Agreement, each Loan Party waives all rights and defenses arising Guaranty which pertain to California law are included solely out of an election abundance of remedies by Agent or caution, and shall not be construed to mean that any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the above referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranteed Obligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) subject to Section 10.05, any right to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) subject to Section 10.05, any benefit of and any right to participate in any security now or hereafter held by any 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 applicable Law limiting the liability of or exonerating guarantors or sureties. Each To the fullest extent permitted under applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the foregoingCalifornia Civil Code. As provided below, or this Guaranty shall be governed by, and construed in accordance with, the laws of any other waiver or other provision the Commonwealth of Pennsylvania. The foregoing waivers and the provisions hereinafter set forth in this Agreement, each Loan Party waives all rights and defenses arising Guaranty which pertain to California law are included solely out of an election abundance of remedies by Agent or caution, and shall not be construed to mean that any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the above-referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaObligations.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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. Each Guarantor expressly hereby 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 Secured Obligations, and all notices notice of acceptance of this Limited Guaranty or and notice of the existenceGuarantor Obligations, creation waives presentment, demand for payment, protest, notice of dishonor or incurrence nonpayment of new the applicable Buyer Obligations, notice of acceleration or additional Secured intent to accelerate the applicable Buyer Obligations, and any other notice to Buyer, and waives suretyship defenses generally (other than fraud or Intentional Breach by Seller or any of its Subsidiaries or Affiliates, defenses to the payment of the applicable Buyer Obligations under the Purchase Agreement that are available to Buyer arising from Seller’s breach of the Purchase Agreement (but specifically excluding any defenses arising from the bankruptcy, insolvency or similar rights of Buyer, or defenses related to Buyer’s capacity to enter into the Purchase Agreement) or breach by Seller of this Limited Guaranty), and Seller is not obligated to file any suit or take any action, or provide any notice to Buyer or Guarantor, or others, except, in each case, as expressly provided in the Purchase Agreement or in this Limited Guaranty. Without limiting the generality of the foregoing, Guarantor agrees that the Guarantor Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure of Seller to assert any claim or demand or to enforce any right or remedy against Buyer with respect to the applicable Buyer Obligations, (b) any extensions or renewals of the applicable Buyer Obligations; (c) any rescissions, waivers, amendments or modifications of the Purchase Agreement; (d) the adequacy of any means available to Seller to claim payment or performance of the applicable Buyer Obligations; (e) any change in the corporate (or other applicable entity) existence, structure or ownership of Buyer or any other Person liable with respect to any of the applicable Buyer Obligations; (f) any insolvency, bankruptcy, reorganization or other similar proceedings affecting Buyer or any other Person liable with respect to any of the applicable Buyer Obligations; (g) the existence of any claim, set-off or other rights which Guarantor may have at any time against Buyer, whether in connection with the applicable Buyer Obligations or otherwise; (h) the adequacy of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out means Seller may have of an election obtaining repayment of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: applicable Buyer Obligations; (i) Agent may collect from except as otherwise provided herein, the addition or release of any Loan Party without first foreclosing on any Real Property pledged by a Loan PartyPerson or entities primarily or secondarily liable for the applicable Buyer Obligations; (iij) if Agent any discharge of the Guarantor as a matter of law (other than as a result of payment of the Guarantor Obligations in accordance with their terms); or (k) the addition, substitution or release of any Lender forecloses on any Real Property pledged person interested in the transactions contemplated by any Loan Partythe Purchase Agreement. To the fullest extent permitted by law, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party Guarantor hereby absolutely, knowingly, unconditionally, and expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Seller. However, Guarantor reserves the right to assert defenses that Buyer may have to payment or performance of the applicable Buyer Obligations under the express terms of the Purchase Agreement, other than defenses arising from the bankruptcy, insolvency or similar rights of Buyer, or defenses related to Buyer’s capacity to enter into the Purchase Agreement. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Purchase Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation of such benefits. (b) The Guarantor hereby unconditionally waives any rights that it may now have or hereafter acquire against Buyer that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guaranty or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Seller against Buyer or such other Person in respect of claims of Seller, whether or not such claim, defense remedy or benefit arising right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Buyer or such other Person, directly or indirectly under indirectly, in cash or other property or by set-off or in any one other manner, payment or more security on account of Sections 2787 to 2855 inclusive such claim, remedy or right, unless and until all of the California Civil Code Guarantor Obligations and all other amounts payable under this Limited Guaranty shall have been previously paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guarantor Obligations, such amount shall be received and held in trust for the benefit of the Seller, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Seller in the same form as so received (with any similar law necessary endorsement or assignment) to be credited and applied to the Guarantor Obligations, in accordance with the terms of Californiathe Purchase Agreement, whether matured or unmatured, or to be held as collateral for any Guarantor Obligations thereafter arising.

Certain Waivers. Each Guarantor waives hereby waives: (a) the right to require the Purchaser to proceed against any defense arising by reason or all of any disability the Issuers or other defense Obligors, to proceed against or exhaust any Collateral or to pursue any other remedy in the Purchaser's power whatsoever, and the right to have the property of the Borrower Issuers or any other guarantor, or Obligor first applied to the cessation from any cause whatsoever (including any act or omission of any Secured Party) discharge of the liability of the Borrower or any other Loan Party; Guarantied Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and any defense based on any claim other Applicable Laws purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that such Guarantor’s obligations exceed the obligation of a surety or are guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower or any other Loan Party; principal; (c) the benefit of any statute of limitations affecting any the Guarantied Obligations or such Guarantor’s 's liability hereunder; hereunder and under Section 359.5 of the California Code of Civil Procedure; (d) any right to proceed against the Borrower requirement of marshaling or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power principle of any Secured Party whatsoever; (e) any benefit election of remedies and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lenderthe Purchaser, even though that election of remedies, such as a nonjudicial non-judicial foreclosure with respect to the security for a guaranteed obligationGuarantied Obligation, has destroyed such Agent’s or L▇▇▇▇▇’s Guarantor's rights of subrogation and reimbursement against such Loan Party any Issuer; (e) any right to assert against the Purchaser any defense (other than payment), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against any Issuer or other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all other notices of any kind, with respect to the Guarantied Obligations; (g) any rights, defenses and other benefits that any Guarantor may have by reason of (i) any failure of the Purchaser to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with Applicable Laws in connection with a disposition of Collateral or (ii) any election made by the operation of Purchaser under Section 580(d9501(4) of the California Uniform Commercial Code of Civil Procedure (or otherwise. Each Loan Party waives similar provision); (h) all rights and defenses that such Loan Party at any time may have because the Obligations are secured be available to any Guarantor by Real Property which meansvirtue of any valuation, among stay, moratorium or other things: law now or hereafter in effect, and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR OTHER SIMILAR APPLICABLE LAW; or (i) Agent may collect from any Loan Party without first foreclosing failure, omission, delay or lack of diligence on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount part of the Obligations may be reduced only by Purchaser to enforce, assert or exercise any right, power or remedy conferred on the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 Purchaser in respect of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuarantied Obligations.

Certain Waivers. Each The Guarantor waives and agrees not to assert: (ai) any right to require any Guaranteed Party to marshal assets in favor of the Borrower, the Guarantor, any other Loan Party or any other Person, to proceed against the Borrower, any other Loan Party or any other Person, to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9611 of the New York UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Borrower Borrower, the Guarantor or any other guarantor, or the cessation from any cause whatsoever Person; (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (biv) any defense based on upon any claim that such GuarantorGuaranteed Party’s obligations exceed errors or are more burdensome than those omissions in the administration of the Borrower or any other Loan Party; Guaranteed Obligations; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any rights to set-offs and counterclaims; (vi) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against the Borrower or any other Loan Partyobligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor waives (a) hereby waives: 3.5.1. the right to require any defense arising by reason of Lender Party to proceed against the Borrower or any disability other Obligor, to proceed against or exhaust any Collateral or to pursue any other defense remedy in such Lender Party's power whatsoever and the right to have the property of the Borrower or any other guarantor, or Obligor first applied to the cessation from any cause whatsoever (including any act or omission of any Secured Party) discharge of the liability Obligations; 3.5.2. all rights and benefits under Section 2809 of the Borrower or California Civil Code and any other Loan Party; (b) any defense based on any claim Applicable Law purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that such Guarantor’s obligations exceed the obligation of a surety or are guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower or any other Loan Party; (c) principal; 3.5.3. the benefit of any statute of limitations affecting the Obligations or Guarantor's liability hereunder and of Section 359.5 of the California Code of Civil Procedure; 3.5.4. any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower requirement of marshaling or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power principle of any Secured Party whatsoever; (e) any benefit election of remedies and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any LenderLender Party, even though that election of remedies, such as a nonjudicial foreclosure with respect to the security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s Guarantor's rights of subrogation subrogation, and reimbursement against such Loan Party the Borrower by the operation of Section 580(d) 580d of the California Code of Civil Procedure or otherwise; 3.5.5. Each Loan any right to assert against any Lender Party waives any defense (legal or equitable), set-off, counterclaim and other right that such Guarantor may now or any time hereafter have against the Borrower or any other Obligor; 3.5.6. presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all rights and other notices of any kind; 3.5.7. all defenses that at any time may be available to such Loan Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; 3.5.8. any rights, defenses and other benefits such Guarantor may have by reason of any failure of any Lender Party to comply with Applicable Law in connection with the disposition of Collateral; 3.5.9. any rights or defenses the Guarantor may have because the Obligations are secured by Real Property which meansreal property or an estate for years, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, including any rights or defenses that are based upon upon, directly or indirectly, the application of Section 580a, 580b, 580d 580d, or 726 of the California Code of Civil ProcedureProcedure to the Obligations; and 3.5.10. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive without limiting the generality of the California Civil Code foregoing or any similar law of Californiaother provision hereof, EACH GUARANTOR HEREBY WAIVES ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE.

Certain Waivers. Each The Guarantor waives and agrees not to assert: (ai) any right to require any Guaranteed Party to marshal assets in favor of the Company, the Guarantor or any other Person, to proceed against the Company or any other Person to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9-611 of the New York UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of the Borrower Company, the Guarantor or any other guarantor, or the cessation from any cause whatsoever Person; (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (biv) any defense based on upon any claim that such GuarantorGuaranteed Party’s obligations exceed errors or are more burdensome than those omissions in the administration of the Borrower or any other Loan Party; Guaranteed Obligations; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against the Borrower Company or any other Loan Partyobligor of the Guaranteed Obligations for reimbursement; and (vi) without limiting the generality of the foregoing, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existenceGuaranty, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of including any rights and defenses any Loan Party may have because available to the Obligations are secured Guarantor by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more reason of Sections 2787 to 2855 inclusive 2855, inclusive, of the California Civil Code Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or any similar law of Californiathe Guaranteed Obligations.

Certain Waivers. Each To the extent permitted by applicable law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of any Secured Partyof the Buyers, Collateral Agent or Trustee) of the liability of the Borrower (other than satisfaction in full of the Guaranteed Obligations whether by payment or any other Loan Partyconversion of the Notes into Common Stock of the Borrower in accordance with the terms of the Notes); (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to require the Buyers, Collateral Agent or Trustee to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the their power of any Secured Party whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Collateral Agent and/or Trustee; 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 applicable law limiting the liability of or exonerating guarantors or suretiessureties (other than satisfaction in full of the Guaranteed Obligations), except to the extent that such defense relates to an election of remedies constituting gross negligence or willful misconduct by the Collateral Agent and/or Trustee. Each The Guarantor expressly waives all setoffs hereby absolutely, unconditionally and counterclaims irrevocably waives, to the fullest extent permitted by law, (i) promptness, diligence, notice of acceptance and all presentmentsany other notice with respect to this Guarantee, demands for payment or performance(ii) presentment, notices demand of nonpayment or nonperformancepayment, protests, notices of protest, notices notice of dishonor or nonpayment and all any other notices or demands of any kind or nature whatsoever notice with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) any requirement that the Buyers, Collateral Agent may collect Obligations from a Loan Party even if Agentor Trustee take any action against the Borrower or any other person or entity, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional (iv) all setoffs and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionallyconsiderations, and expressly waives (v) any and all claimother action, defense event or benefit arising directly precondition to the enforcement of this Guarantee or indirectly under any one or more the performance by the Guarantor of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiaits obligations hereunder.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower any Borrower, any other Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Secured Lender Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any Lender Party’s power whatsoever and any defense based upon the doctrine of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured Lender Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or suretiessureties other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. 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 Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives waives: (a) the right to require the Lenders to proceed against the Borrowers or any defense arising by reason other Guarantor, to proceed against or exhaust any Collateral or to pursue any other remedy in Lenders' power whatsoever and the right to have the property of any disability or other defense of the Borrower or any other guarantor, or Guarantor first applied to the cessation from any cause whatsoever (including any act or omission of any Secured Party) discharge of the liability of the Borrower or any other Loan Party; Obligations; (b) any defense based on any claim all rights and benefits under applicable law purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that such Guarantor’s obligations exceed the obligation of a surety or are guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower or any other Loan Party; principal; (c) the benefit of any statute of limitations affecting the Obligations or any Guarantor’s 's liability hereunder; ; (d) any requirement of marshaling or any other principle of election of remedies; (e) any right to proceed assert against the Lenders any defense (legal or equitable), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against any Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and Guarantor; (f) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices of dishonor acceptance and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices notice of acceptance of this Guaranty Guarantee, and, except to the extent expressly required by the Loan Documents, all other notices of any kind, including (i) notice of any action taken or omitted by the Lenders in reliance hereon, (ii) notice of any default by the Borrowers or any other Guarantor, (iii) notice that any portion of the existenceObligations is due, creation (iv) notice of any action against the Borrowers or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoingany other Guarantor, or any enforcement of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure action with respect to security for a guaranteed obligationany Collateral, has destroyed such Agent’s or L▇▇▇▇▇’s rights the assertion of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) any right of the California Code of Civil Procedure or otherwise. Each Loan Party waives Lenders hereunder; and (g) all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from at any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations time may be reduced only available to any Guarantor by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver virtue of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses includevaluation, but are not limited tostay, any rights moratorium or defenses based upon Section 580a, 580b, 580d other law now or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiahereafter in effect.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyBeneficiary) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Partyguarantor; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured Partyother Beneficiary; (f) any defense based on any claim that the liability and obligations of the Guarantor hereunder were released, discharged, limited or otherwise affected by: (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrower or the Guarantor under the Credit Agreement other than upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Obligations, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of the Borrower, the Guarantor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person or their respective assets, (v) the existence of any set-off, counterclaim, claim or other right which the Borrower or the Guarantor may have at any time against the Beneficiaries or any other Person, whether in connection with the Credit Agreement, this Guaranty or any other Document or which may be available to or asserted by the Guarantor or the Borrower against a Beneficiary or any of its affiliates, (vi) any provision of applicable law purporting to prohibit or limit the payment by the Borrower or the Guarantor, as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law, (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other Person on behalf of a Beneficiary to payment of the Obligations, (viii) any release, substitution or addition of any other guarantor of the Obligations, (ix) any failure of any Beneficiary or any other Person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against the Borrower, the Guarantor or any other Person, or to apply or exhaust any security held from the Borrower, any Subsidiary or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of the Borrower, the Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower, the Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Borrower, the Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of the Borrower, the Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under applicable law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to the Borrower or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property, or (xv) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, the Guarantor or any other Person, including any discharge or bar against collection of any of the Obligations; and (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, except for the indefeasible payment in full of the Obligations. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations Party exceed or are more burdensome than those of the Borrower or any Borrower) (other Loan Partythan the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash); (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or such other Secured Party’s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Secured Party; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash) and (g) any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured ObligationsGuaranteed Obligations (except to the extent the same is expressly required under the terms of the Loan Documents), and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower any Borrower, any other Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyGuarantee Beneficiary) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower (or any other Loan Partyall Borrowers); (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any other Guarantee Beneficiary’s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured PartyGuarantee Beneficiary; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty; (g) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation and (h) any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and paid in full in cash. 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 Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense (other than the defense that the Senior Secured Obligations shall have been fully and finally performed and paid in full in cash, to the extent of any such payment) of the Borrower Borrower, any subsidiary of the Borrower, or any other guarantorguarantor of any of the Senior Secured Obligations, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Collateral Agent to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Collateral Agent’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any the Collateral Agent on behalf of the Secured PartyParties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation creation, or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of Notwithstanding the foregoing, nothing set forth herein shall alter or modify such Guarantor’s right to receive notice of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or matter under any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaFinancing Documents.

Certain Waivers. Each Guarantor Borrower hereby irrevocably and unconditionally waives (ai) promptness and diligence, (ii) notice of any actions taken by Lender hereunder or under any other Loan Document or any other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, (iii) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower's obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense requirement that Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other person or entity or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or to any other Loan Party; Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF LENDER WITH RESPECT TO THIS AGREEMENT, THE NOTE OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (bW) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; INJUNCTIVE RELIEF, (cX) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; A TRIAL BY JURY, (dY) any right to proceed against the Borrower or any other Loan PartyINTERPOSE ANY COUNTERCLAIM THEREIN, proceed against or exhaust any security for the Secured ObligationsOTHER THAN A COMPULSORY COUNTERCLAIM AND (Z) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 suretiesACTION OR PROCEEDING. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST LENDER WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by Applicable applicable Law limiting the liability of or exonerating guarantors or sureties. Notwithstanding the foregoing, each Guarantor agrees that its obligations under and in respect of this guarantee shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): (i) the validity or enforceability of this Agreement or any other Loan Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any renewal, extension or acceleration of, or any increase in the amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Loan Documents; (iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Loan Document, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Obligations; (iv) any change, reorganization or termination of the corporate structure or existence of the Borrower or any other Loan Party or any of their Subsidiaries and any corresponding restructuring of the Obligations; (v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitution for, the Obligations, or any subordination of the Obligations to any other obligations; (vi) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all collateral securing, or purporting to secure, the Obligations or any other impairment of such collateral; (vii) any exercise of remedies with respect to any security for the Obligations (including, without limitation, any collateral, including the Collateral, securing or purporting to secure any of the Obligations) at such time and in such order and in such manner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Guarantor would otherwise have, and without limiting the generality of the foregoing or any other provisions hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to such Guarantor under applicable Law; and (viii) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any Guarantor for the Obligations, or of any such Guarantor under the guarantee contained in this Article X or of any security interest granted by any Guarantor, whether in a proceeding under any Debtor Relief Law or in any other instance (other than the indefeasible payment in full of the Obligations). 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Lender ’s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Lender; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting This Guaranty shall not be affected by the generality genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇Lender’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives acknowledges and agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or Collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any other Guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of the any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) it will not assert any right to proceed against the Borrower claims or any other Loan Partyset-off rights that such Guarantor may have, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and any right agreements relating to participate in the Credit Party Obligations or from foreclosing on any security now or hereafter held by Collateral interests relating hereto or thereto, or from exercising any Secured Party; other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the fullest extent permitted by law, Collateral or any and all part thereof marshaled upon any foreclosure or other defenses or benefits that may be derived from or afforded by Applicable Law limiting disposition of the liability of or exonerating guarantors or suretiesCollateral. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices agrees that such Guarantor shall have no right of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect recourse to security for a guaranteed obligationthe Credit Party Obligations, has destroyed such Agent’s or L▇▇▇▇▇’s except through the exercise of rights of subrogation pursuant to Section 9.2 and reimbursement against such Loan Party by through the operation exercise of rights of contribution pursuant to Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California9.6.

Certain Waivers. Each The Guarantor waives and agrees not to assert: (ai) any right to require any Guaranteed Party to marshal assets in favor of any Subsidiary Obligor, the Guarantor, any other Loan Party or any other Person, to proceed against any Subsidiary Obligor, any other Loan Party or any other Person to proceed against or exhaust any of the Collateral, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or other collateral for the Guaranteed Obligations or comply with any other provisions of §9-611 of the New York UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of any Subsidiary Obligor, the Borrower Guarantor or any other guarantor, or the cessation from any cause whatsoever Person; (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (biv) any defense based on upon any claim that such Guarantor’s obligations exceed Guaranteed Party's errors or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations; (v) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against any Subsidiary Obligor or any other Loan Partyobligor of the Guaranteed Obligations for reimbursement; and (cvi) without limiting the benefit generality of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Partyforegoing, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existenceGuaranty, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of including any rights and defenses any Loan Party may have because available to the Obligations are secured Guarantor by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more reason of Sections 2787 to 2855 inclusive 2855, inclusive, of the California Civil Code Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing is included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or any similar law of Californiathe Guaranteed Obligations.

Certain Waivers. Each Guarantor waives of the undersigned hereby expressly waives: (a) notice of the acceptance by the Administrative Agent or any other Lender Party of this Guaranty, (b) notice of the existence or creation or non-payment of any of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities and (e) any right (except as shall be required by applicable statute and cannot be waived) to require any Lender Party to (i) proceed against the Company, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Company, any other guarantor or any other party or (iii) pursue any other remedy in any Lender Party’s power whatsoever. Each of the undersigned waives any defense based on or arising by reason out of any disability or other defense of the Borrower Company, any other guarantor or any other guarantorparty, other than payment in full of the Liabilities, based on or arising out of the disability of the Company, any other guarantor or any other party, or the validity, legality or unenforceability of the Liabilities or any part thereof from any cause, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower Company other than payment in full of the Liabilities. Each of the undersigned agree that the Lender Parties may, at their election, foreclose on any security held by the Administrative Agent or any other Loan Party; Lender Party by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (b) to the extent such sale is permitted by applicable law), or exercise any defense based on any claim that such Guarantor’s obligations exceed other right or are more burdensome than those of remedy the Borrower Lender Parties may have against the Company or any other Loan Party; (c) party, or any security, without affecting or impairing in any way the benefit liability of any statute of limitations affecting the undersigned hereunder except to the extent the Liabilities have been paid. Each of the undersigned waives any Guarantor’s liability hereunder; (d) defense arising out of any such election by the Lender Parties, even though such election operates to impair or extinguish any right to proceed of reimbursement or subrogation or other right or remedy of such undersigned against the Borrower Company or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent party or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiasecurity.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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 applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the foregoing, or of any other waiver or other provision California Civil Code. The foregoing waivers and the provisions hereinafter set forth in this Agreement, each Loan Party waives all rights and defenses arising Guaranty which pertain to California law are included solely out of an election abundance of remedies by Agent or caution, and shall not be construed to mean that any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the above-referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwisethe Secured Obligations. Each Loan Party Guarantor waives all any rights and defenses that such Loan Party are or may have because the Obligations are secured become available to it by Real Property which meansreason of §§ 2787 to 2855, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Partyinclusive, the amount and §§ 2899 and 3433 of the Obligations may be reduced only by California Civil Code, except to the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver extent of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These related to subrogation, contribution, indemnity, reimbursement or similar rights, in which case Sections 10.05 and 10.10 hereof shall govern such rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiadefenses.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorwaives, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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. Each Guarantor expressly waives all setoffs and counterclaims and all presentmentspromptness, demands for payment or performancediligence, notices of nonpayment or nonperformancepresentment, protestsdemand, notices of protest, notices notice of dishonor acceptance, notice of Guaranteed Obligations incurred and all other notices or demands of any kind kind, other than demand for payment or nature whatsoever performance hereunder, and, subject to Section 4 below, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of Guarantor’s assets or any other Person primarily or secondarily liable with respect to the Secured Obligationsany Guaranteed Obligation, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligationssuretyship defenses generally. Without limiting the generality of the foregoingforegoing but subject to the terms of Section 2 above, Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by, (i) subject to Section 4 below, the failure of Buyer or any Buyer Indemnitee to assert any claim or demand or to enforce any right or remedy against Seller or any other waiver Person primarily or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure secondarily liable with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) any of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses Guaranteed Obligations (except to the extent that such Loan Party may have because failure operates as an express and complete bar under the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan PartyPurchase Agreement or Section 2 above); (ii) if Agent any extensions, compromises, consolidations or renewals of any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale priceGuaranteed Obligations; and (iii) any change in the Agent may collect Obligations from a Loan Party even if Agenttime, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver place or manner of payment of any rights and defenses of the Guaranteed Obligations or any Loan Party may have because rescissions, waivers, compromises, consolidations, amendments or modifications of any of the Obligations are secured by Real Property. These rights and defenses includeterms or provisions of the Purchase Agreement or any Ancillary Agreement; (iv) the addition, but are not limited tosubstitution or release of any Person primarily or secondarily liable for any of the Guaranteed Obligations; or (v) subject to Section 4 below, any rights other act or defenses based upon Section 580aomission which might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a release or discharge of Guarantor, 580b, 580d or 726 all of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 which may be done without notice to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuarantor.

Certain Waivers. Each Guarantor The Borrower waives (a) any defense arising by reason of any disability or other defense of the Borrower any Loan Party or any other guarantorForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Secured Party) of the liability of the Borrower any Loan Party or any other Loan PartyForeign Swap Obligor; (b) any defense based on any claim that such Guarantorthe Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the Borrower Guarantors or any other Loan PartyForeign Swap Obligor; (c) the benefit of any statute of limitations affecting any Guarantorthe Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to proceed against require the Borrower Administrative Agent or any other Secured Party to proceed against any other Loan PartyParty or any Foreign Swap Obligor, proceed against or exhaust any security for the Secured Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any other Secured Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor The Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Subsidiary Obligations, and all notices of acceptance of this Borrower Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Subsidiary Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives hereby knowingly, voluntarily and expressly waives: (ai) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Credit Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrower and of any of the matters referred to in Section 3 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by such Guarantor hereunder, to proceed against, or to exhaust or have resort to any Collateral or other security from or any deposit balance or other credit in favor of, the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; (iii) any right or defense based on or arising by reason of any disability right or other defense of the Borrower or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Credit Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or for any reason other Loan Party; than the satisfaction of the Termination Requirements; (biv) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other Loan Party; security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or set-off, any defense, counterclaim, claim, right of recoupment or set-off that it may at any time have against or exhaust any security for Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the Secured payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (evi) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor waives (a) any defense arising Pledgor hereby waives and relinquishes, to the maximum extent permitted by reason applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any disability such rights or other defense of the Borrower or any other guarantorremedies, or the cessation from any cause whatsoever including: (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (di) any right to require the Lender to proceed against the Borrower any Person or any other Loan Party, to proceed against or exhaust any security for held by the Secured Obligations, Lender at any time or to pursue any other remedy in the power of any Secured Party whatsoeverLender's powers before proceeding against Pledgor; (eii) any benefit defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor or any other Person or the failure of the Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor or any other Person; (iii) any right to enforce any remedy that the Lender may have against any Person and any right to participate in any security held by the Lender until the Obligations have been paid in full; (iv) any right to require the Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests; (v) any right to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of the Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any right under any law purporting to reduce Pledgor's obligations hereunder if the Obligations are reduced other than as a result of payment of such Obligations; (vii) any defense based on the repudiation of the Loan Documents by any Person, the failure by the Lender to enforce any claim against Pledgor or any other Person or the unenforceability in whole or in part of any Loan Document; (viii) all suretyship and guarantor's defenses generally; (ix) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by the Lender of, this Agreement; (x) any requirement on the part of the Lender to mitigate the damages resulting from any default; (xi) any defense based upon an election of remedies by the Lender, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against another Person for reimbursement, or both; (xii) any duty on the part of the Lender to disclose to Pledgor any facts the Lender may now or hereafter held by know, regardless of whether the Lender has reason to believe that any Secured Partysuch facts materially increase the risk beyond that which Pledgor intends to assume, or has reason to believe that such facts are unknown to Pledgor, or has a reasonable opportunity to communicate such facts to Pledgor; (xiii) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Loan Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Loan Documents; and (fxiv) to any defense based upon any borrowing or grant of a security interest under Section 364 of the fullest Bankruptcy Code. (b) To the extent permitted by law, Pledgor waives the posting of any and all bond otherwise required of the Lender in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other defenses security for the Obligations, to enforce any judgment or benefits that may be derived from other court order entered in favor of the Lender, or afforded to enforce by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or specific performance, notices temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between Pledgor and the Lender. Pledgor further agrees that upon the occurrence and during the continuation of nonpayment an Event of Default, the Lender may elect to nonjudicially or nonperformance, protests, notices of protest, notices of dishonor and all other notices judicially foreclose against any real or demands of personal property security it holds for the Obligations or any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoingpart thereof, or of to exercise any other waiver or other provision set forth in this Agreementremedy against any Person, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent any security or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure saleguarantor, even if the Real Property effect of that action is worth more than to deprive Pledgor of the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect reimbursement from any Person for any sums paid by Pledgor to the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaLender.

Certain Waivers. Each To the extent permitted by applicable Laws, the Guarantor waives (a) any defense arising by reason of any disability or other similar defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan PartyBorrower; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any the Secured PartyParties; 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 applicable Law limiting the liability of or exonerating guarantors or sureties, in each case, other than (i) a defense of payment or performance in full of the Obligations (other than contingent indemnification or expense reimbursement obligations for which no claim has been made) or (ii) any defense arising as a result of any action or inaction on the part of the Administrative Agent or any Lender constituting gross negligence or willful misconduct. Each Subject to the immediately preceding paragraph and to the extent permitted by applicable Laws, the Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting For purposes of this paragraph only, references to the generality “principal” include each of the foregoingParent and Kofax Switzerland and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, or of any other waiver or other provision set forth in this Agreement, each Loan Party the Guarantor waives all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by Agent or any Lenderthe creditor, even though that election of remediessuch election, such as a nonjudicial foreclosure with respect to security for a guaranteed obligationany Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed such Agentthe Guarantor’s or L▇▇▇▇▇’s rights right of subrogation and reimbursement against the principal (or such Loan Party other guarantor) by the operation of Section 580(d) 580d of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because No other provision of this Guaranty shall be construed as limiting the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from generality of any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be reduced only by governed by, and shall be construed and enforced in accordance with the price for which that Real Property is sold at laws of the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan PartiesState of New York. This paragraph is included solely out of an unconditional abundance of caution, and irrevocable waiver of shall not be construed to mean that any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the above-referenced provisions of California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives law are in any and all claim, defense way applicable to this Guaranty or benefit arising directly or indirectly under to any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranteed Obligations.

Certain Waivers. Each Guarantor waives hereby knowingly, voluntarily and expressly waives: (ai) presentment, demand for payment, demand for performance, protest and notice of any other kind, including, without limitation, notice of nonpayment or other nonperformance (including notice of default under any Loan Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to the Borrowers and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require the Guaranteed Parties or any of them, as a condition of payment or performance by such Guarantor hereunder, to proceed against, or to exhaust or have resort to any Collateral or other security from or any deposit balance or other credit in favor of, the Borrowers, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against the Borrowers, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; (iii) any right or defense based on or arising by reason of any disability right or other defense of the Borrower Borrowers or any other guarantorPerson, including, without limitation, any defense based on or arising from a lack of authority or other disability of the Borrowers or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Loan Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or Borrowers for any reason other Loan Partythan the satisfaction of the Termination Requirements; CHAR1\▇▇▇▇▇▇▇▇▇ (biv) any defense based on any claim that such GuarantorGuaranteed Party’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other Loan Party; security for any of the foregoing, and promptness, diligence or any requirement that any Guaranteed Party create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any right to proceed assert against the Borrower or any other Loan Guaranteed Party, proceed as a defense, counterclaim, crossclaim or setoff, any defense, counterclaim, claim, right of recoupment or setoff that it may at any time have against or exhaust any security for Guaranteed Party (including, without limitation, failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the Secured payment in full in cash of the Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; and (evi) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by any Applicable Law limiting that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor 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 any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the Borrower or any other Loan PartyBorrowers; (bii) any defense based on any claim that such Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (ciii) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to require any Lender Party to proceed against the Borrower or any other Loan PartyBorrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Lender Party whatsoever; (ev) any benefit of and any right to participate in any security now or hereafter held by any Secured Lender 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 applicable law limiting the liability of or exonerating guarantors or sureties. Each Holdings and each Subsidiary Guarantor expressly waives waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty Guarantee or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision except as otherwise expressly set forth in this Agreement. (b) Holdings and each Subsidiary Guarantor agrees that its obligations hereunder are absolute and unconditional, each irrespective of (i) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Borrower or other Loan Party waives all rights and defenses arising out is or may become a party or be bound; (ii) the absence of an election any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of remedies any kind by Collateral Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure Lender with respect thereto; (iii) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guarantee for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured or any action, or the absence of any action, by Real Property which means, among Collateral Agent or any Lender in respect thereof (including the release of any security or guarantee); (iv) the insolvency of any Borrower or any other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (iiv) if any election by Collateral Agent or any Lender forecloses on in proceeding under Debtor Relief Laws for the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any Real Property pledged borrowing or grant of a Lien by any Borrower or other Loan Party, the amount as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (vii) the disallowance of any claims of Collateral Agent or any Lender against any Borrower for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (viii) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except defense of payment in full. (c) Holdings and each Subsidiary Guarantor expressly waives, to the fullest extent permitted by law, all rights that it may be reduced only have now or in the future under any statute, at common law, in equity or otherwise, to compel Collateral Agent or Lenders to marshal assets or to proceed against any Borrower, or any other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against Holdings or such Subsidiary Guarantor. Holdings and each Subsidiary Guarantor waives, to the fullest extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than defense of payment in full. It is agreed among Holdings and each Subsidiary Guarantor, Collateral Agent and Lenders that the provisions of this Article XI are essential to the transaction contemplated by the price Loan Documents and that, but for which such provisions, Collateral Agent and Lenders would decline to make Loans. Holdings and each Subsidiary Guarantor acknowledges that Real Property its guarantee pursuant to this Section is sold at necessary to the conduct and promotion of its business, and can be expected to benefit such business. (d) Collateral Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure saleor non-judicial sale or enforcement, without affecting any rights and remedies under this Article XI. If, in taking any action in connection with the exercise of any rights or remedies, Collateral Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Loan Party or other Person, whether because of any applicable Laws pertaining to “election of remedies” or otherwise, Holdings and each Subsidiary Guarantor consents to such action and waives any claim based upon it, even if the Real Property is worth more than the sale price; and (iii) the Agent action may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver result in loss of any rights and defenses of subrogation that Holdings or any Loan Party may Subsidiary Guarantor might otherwise have because the Obligations are secured by Real Propertyhad. These rights and defenses include, but are not limited to, any rights Any election of remedies that results in denial or defenses based upon Section 580a, 580b, 580d or 726 impairment of the California Code right of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, Collateral Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair Holdings’ and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 each Subsidiary Guarantor’s obligation to 2855 inclusive pay the full amount of the California Civil Code or any similar law of CaliforniaObligations.

Certain Waivers. Each Guarantor waives To the fullest extent permitted by Law, each of the Guarantors hereby expressly and unconditionally waives: (a) any defense arising by reason notice of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Partymatters referred to in Section 3 hereof; (b) all notices which may be required by statute, rule of law or otherwise (except as expressly required to be given to the Guarantors by any defense based on Facility Sublease Document) to preserve any claim that such Guarantor’s obligations exceed or are more burdensome than those rights against the Guarantors hereunder, including notice of the Borrower acceptance of this Guaranty by the Guaranty Beneficiary, or the creation, renewal, extension, modification or accrual of the Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest or nonpayment of any damages or other amounts payable under any Facility Sublease Document or any other Loan PartyOperative Document; (c) any requirement for the benefit enforcement, assertion or exercise of any statute right, remedy, power or privilege under or in respect of limitations affecting any Guarantor’s liability hereunderFacility Sublease Document or any Operative Document, including diligence in collection or protection of or realization upon or in respect of the Obligations or any part thereof; (d) any requirement of diligence; (e) the occurrence of every other condition precedent to which such Guarantor or any Guaranty Beneficiary may otherwise be entitled, except as provided in any Facility Sublease Document or any Operative Document; (f) any requirement to mitigate the damages resulting from a default or termination under any Facility Sublease Document or any Operative Document, except that this shall not relieve the Guaranty Beneficiary of any such obligation; and (g) the right to require the Guaranty Beneficiary to proceed against the Borrower any Guaranteed Party or any other Loan PartyPerson liable on the Obligations, to proceed against or exhaust security held from any security for the Secured ObligationsGuaranteed Party or any other Person, or to pursue any other remedy in the Guaranty Beneficiary’s power whatsoever, and each Guarantor waives the right to have the property of any Secured Guaranteed Party whatsoever; (e) any benefit first applied to the discharge of and the Obligations. The Guaranty Beneficiary may, at its election, exercise any right or remedy it might have against any Guaranteed Party or any security held by the Guaranty Beneficiary, including the right to participate foreclose upon any such security by judicial or nonjudicial sale, without affecting or impairing in any security now or hereafter held by any 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 way the liability of or exonerating guarantors or sureties. Each either Guarantor expressly waives all setoffs and counterclaims and all presentmentshereunder, 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 except to the Secured Obligationsextent the Obligations have been paid or satisfied, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of each Guarantor waives any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses defense arising out of an election the absence, impairment or loss of remedies by Agent any right of reimbursement, contribution or any Lenderother right or remedy of such Guarantor against any Guaranteed Party or any such security, even though that whether resulting from such election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure Guaranty Beneficiary, or otherwise. Each Loan Guarantor assumes the responsibility for being and keeping informed of the financial condition of each Guaranteed Party waives and of all rights and defenses that such Loan Party may have because other circumstances bearing upon the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent risk of nonpayment or any Lender forecloses on any Real Property pledged by any Loan Party, the amount nonperformance of the Obligations may be reduced only by and agrees that the price for which Guaranty Beneficiary shall not have any duty to advise any Guarantor of information regarding any condition or circumstance or any change in such condition or circumstance. Each Guarantor acknowledges that Real Property is sold at the foreclosure sale, even if Guaranty Beneficiary has not made any representation to the Real Property is worth more than Guarantor concerning the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 financial condition of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranteed Parties.

Certain Waivers. Each Guarantor waives hereby knowingly, voluntarily and expressly waives: (ai) presentment, demand for payment, demand for performance, protest and notice of any other kind, including notice of nonpayment or other nonperformance (including notice of default under any Loan Document with respect to any Guaranteed Obligations), protest, dishonor, acceptance hereof, extension of additional credit to Borrower and of any of the matters referred to in Section 2 and of any rights to consent thereto; (ii) any right to require Lender, as a condition of payment or performance by such Guarantor hereunder, to proceed against, or to exhaust or have resort to any Collateral or other security from or any deposit balance or other credit in favor of, Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations, or to pursue any other remedy or enforce any other right; and any other defense based on an election of remedies with respect to any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, notwithstanding that any such election (including any failure to pursue or enforce any rights or remedies) may impair or extinguish any right of indemnification, contribution, reimbursement or subrogation or other right or remedy of any Guarantor against Borrower, any other Guarantor or any other Person directly or indirectly liable for any Guaranteed Obligations or any such Collateral or other security; (iii) any right or defense based on or arising by reason of any disability right or other defense of the Borrower or any other guarantorPerson, including any defense based on or arising from a lack of authority or other disability of Borrower or any other Person, the invalidity or unenforceability of any Guaranteed Obligations, any Collateral or other security therefor or any Loan Document or other agreement or instrument delivered pursuant thereto, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of Borrower for any reason other than the Borrower or any other Loan Party; satisfaction of the Termination Requirement; (biv) any defense based on any claim that such GuarantorLender’s obligations exceed acts or are more burdensome than those omissions in the administration of the Borrower Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other Loan Party; security for any of the foregoing, and promptness, diligence or any requirement that Lender create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (dv) any right to proceed assert against Lender any defense, counterclaim, claim, right of recoupment or setoff that it may at any time have against Lender (including failure of consideration, fraud, fraudulent inducement, statute of limitations, payment, accord and satisfaction and usury), other than compulsory counterclaims and other than the Borrower or any other Loan Party, proceed against or exhaust any security for satisfaction of the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoeverTermination Requirement; and (evi) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from defense based on or afforded by Applicable Law limiting any applicable law that limits the liability of or exonerating exonerates guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment sureties or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all that may in any other notices or demands of any kind or nature whatsoever way conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of CaliforniaGuaranty.

Certain Waivers. Each Guarantor waives any right (except as shall be required by applicable statute and cannot be waived) to require the Administrative Agent or the Lenders to (i) proceed against the Borrower, any other Guarantor, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other Guarantor, any other guarantor or any other party or (iii) pursue any other remedy in the Administrative Agent's or the Lenders' power whatsoever. Each Guarantor waives (aexcept as shall be required by applicable statute and cannot be waived) any defense based on or arising by reason out of any disability or other defense of the Borrower Borrower, any other Guarantor, any other guarantor or any other guarantorparty other than payment in full of the Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guarantor, any other guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower other than payment in full of the Obligations. Subject to the notice requirements provided in the Bankruptcy Orders, the Administrative Agent and other Secured Parties may, at their election, foreclose on any security held by the Administrative Agent or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those Secured Party in respect of the Borrower Secured Obligations by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other Loan Party; (c) right or remedy the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed Administrative Agent and the Lenders may have against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligationsparty, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate security, without affecting or impairing in any security now or hereafter held by any 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 way the liability of or exonerating guarantors or suretiesany Guarantor hereunder except to the extent the Obligations have been paid. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses defense arising out of an any such election of remedies by the Administrative Agent or any Lenderand the Lenders, even though that such election operates to impair or extinguish any right of remedies, reimbursement or subrogation or other right or remedy of such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement Guarantor against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent Borrower or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code party or any similar law of Californiasecurity.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Secured PartyLender) of the liability of the Borrower or any (other Loan Partythan the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyBorrower; (c) the benefit of any statute of limitations affecting any such Guarantor’s liability hereunder; (d) any right requirement to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent or any Secured Party Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured PartyLender; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating 109 guarantors or sureties. Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives (a) Each Pledgor waives, to the fullest extent permitted by law, (i) any right of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling of the Pledged Collateral or other collateral or security for the Secured Obligations; (ii) any right to require the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders (A) to proceed against any Person, (B) to exhaust any other collateral or security for any of the Secured Obligations, (C) to pursue any remedy in the Administrative Agent’s , the L/C Issuer’s, the Swing Line Lender’s, any Other Agent’s or any of the Lenders’ power, or (D) except, with respect to any Pledgor that is also a Borrower, such notice as is expressly required to be given to such Borrower under the Loan Documents, to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Pledged Collateral; and (iii) all claims, damages, and demands against the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders arising out of the repossession, retention, sale or application of the proceeds of any sale of the Pledged Collateral (other than for gross negligence or willful misconduct). (b) The Administrative Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Pledged Collateral. The Administrative Agent may sell the Pledged Collateral without giving any warranties as to the Pledged Collateral. The Administrative Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Pledged Collateral. If the Administrative Agent sells any of the Pledged Collateral upon credit, the Pledgors shall be credited only with payments actually made by the purchaser, received by Administrative Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Pledged Collateral, the Administrative Agent may resell the Pledged Collateral and the Pledgors shall be credited with the proceeds of the sale. (c) Each Pledgor agrees that at any time and from time to time, without notice to or the consent of such Pledgor, without incurring responsibility to such Pledgor, and without impairing or releasing the security interests provided for herein or otherwise impairing the rights of the Administrative Agent hereunder, all as the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders may deem advisable: (i) the principal amount of the Secured Obligations may be increased or decreased and additional indebtedness or obligations of the Borrowers under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions or otherwise; (ii) the time, manner, place or terms of any payment under the Loan Documents may be extended or changed, including by an increase or decrease in the interest rate on the Loan Documents or any fee or other amount payable under the Loan Documents, by an amendment, modification or renewal of the Loan Documents or otherwise; (iii) the time for each Borrower’s performance of or compliance with any term, covenant or agreement on its part to be performed or observed under the Loan Documents may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders may deem proper; (iv) the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders may discharge or release, in whole or in part, any guarantor or any other Person liable for the payment and performance of all or any part of the Secured Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Secured Obligations, nor shall the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or any Lender be liable to any Pledgor for any failure to collect or enforce payment of the Secured Obligations or to realize on any other collateral therefor; (v) in addition to the Pledged Collateral, the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Secured Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (vi) the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may request and accept any guaranties of the Secured Obligations and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and (vii) the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of the Loan Documents and any power of sale) granted by the Loan Documents or other security document or agreement, or otherwise available to the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders, with respect to the Secured Obligations, any of the Pledged Collateral or other security for any or all of the Secured Obligations, even if the exercise of such right, remedy, power or privilege affects or eliminates any right of subrogation or any other right of any Pledgor against any Borrower. (d) Each Pledgor waives and agrees not to assert: (i) any right to require the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders to proceed against any Borrower, any guarantor or any other Person, to proceed against or exhaust any other security held for the Secured Obligations or to pursue any other right, remedy, power or privilege of the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender or the Lenders whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Secured Obligations; (iii) any defense arising by reason of any disability lack of corporate or other authority or any other defense of any Borrower, such Pledgor or any other Person; (iv) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of such Pledgor or the right of such Pledgor to proceed against any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) obligor of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security Secured Obligations for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partyreimbursement; and (fv) without limiting the generality of the foregoing, 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 or which may conflict with the terms of this Agreement. (e) Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Pledgor waives any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Secured Obligations, and all notices of acceptance terms of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Pledge Agreement, each Loan Party waives all including any rights and defenses arising out available to any Pledgor by reason of an election of remedies by Agent or any LenderSections 2787 to 2855, even though that election of remediesinclusive, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Civil Code and any and all benefits that otherwise might be available to such Pledgor under California Civil Code §§1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure or otherwise§§580a, 580b, 580d and 726. Each Loan Party Accordingly, each Pledgor waives all rights and defenses that such Loan Party Pledgor may have because the Obligations are Borrowers’ debt is or may be secured by Real Property which real property. This means, among other things: (iA) Agent the Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may collect from any Loan Party the Pledged Collateral pledged by such Pledgor without first foreclosing on any Real Property real or personal property collateral pledged by a Loan Partyany Borrower; and (iiB) if the Administrative Agent or any Lender forecloses on any Real Property real property collateral pledged by any Loan Party, Borrower: (1) the amount of the Obligations debt may be reduced only by the price for which that Real Property collateral is sold at the foreclosure sale, even if the Real Property that collateral is worth more than the sale price; , and (iii2) the Agent Administrative Agent, the Other Agents, the L/C Issuer, the Swing Line Lender and the Lenders may collect Obligations from a Loan Party the Pledged Collateral pledged by such Pledgor even if the Administrative Agent, by foreclosing on any such Real PropertyBorrower’s real property collateral, has destroyed any right any Loan Party such Pledgor may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party Pledgor may have because the Obligations are Borrowers’ debt is secured by Real Propertyreal property. These rights and defenses include, but are not limited to, any rights or of defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

Certain Waivers. Each Guarantor waives (a) To the fullest extent permitted by applicable Law, the Guarantors hereby expressly waive any defense and all rights or defenses arising by reason of any disability Law that would otherwise require any election of remedies by the Company. The Guarantors waive promptness, diligence, notice of the acceptance of this Limited Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations and all other notices of any kind (other than notices expressly required to be provided to Parent or Merger Sub pursuant to the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other defense similar Law now or hereafter in effect, any right to require the marshalling of the Borrower assets of Parent or Merger Sub or any other guarantorperson interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally. (b) To the fullest extent permitted by applicable Law, the Guarantors hereby unconditionally and irrevocably agree not to exercise any rights that either of them may now have or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower hereafter acquire against Parent, Merger Sub or any other Loan Party; (b) any defense based on any claim person interested in the transactions contemplated by the Merger Agreement that such Guarantor’s obligations exceed arise from the existence, payment, performance or are more burdensome than those enforcement of the Borrower Guarantors’ obligations under or in respect of this Limited Guaranty or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) agreement in connection herewith, including without limitation any right to proceed against the Borrower of subrogation, reimbursement, exoneration, contribution or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of indemnification and any right to participate in any claim or remedy of the Company against Parent, Merger Sub or any other person, whether such claim, remedy or right arises in equity or under contract, statute or common Law, including without limitation the right to take or receive from Parent, Merger Sub or any other person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security now on account of such claim, remedy or hereafter right, unless and until the Guaranteed Obligations shall have been satisfied in full. If any amount shall be paid to either Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Guaranteed Obligations under this Limited Guaranty, such amount shall be received and held by in trust for the benefit of the Company, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any Secured Party; and (fnecessary endorsement or assignment) to be credited and applied to the fullest Guaranteed Obligations, in accordance with the terms of the Merger Agreement, or to be held as collateral for the Guaranteed Obligations thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guaranty, the Company hereby agrees that to the extent permitted by law, any Parent and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands Merger Sub are relieved of any kind or nature whatsoever with of their respective obligations under the Merger Agreement, the Guarantors shall be similarly relieved of their corresponding Guaranteed Obligations under this Limited Guaranty in respect to of such relieved obligations. (c) The Guarantors acknowledge that they will receive substantial direct and indirect benefits from the Secured Obligations, transactions contemplated by the Merger Agreement and all notices of acceptance of this Guaranty or of that the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision waivers set forth in this Agreement, each Loan Party waives all rights and defenses arising out Limited Guaranty are knowingly made in contemplation of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiabenefits.

Certain Waivers. Each Subsidiary Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrower right to require the Beneficiaries to proceed against the Company or any other guarantor, Obligor or to pursue any other remedy in any Beneficiary's power whatsoever and the cessation from any cause whatsoever (including any act or omission of any Secured Party) right to have the property of the liability of the Borrower Company or any other Loan Party; Obligor first applied to the discharge of the Obligations; (b) any defense based on any claim all rights and benefits under Applicable Law purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that such Guarantor’s obligations exceed the obligation of a surety or are guarantor must neither be larger nor in other respects more burdensome than those that of the Borrower or any other Loan Party; principal; (c) the benefit of any statute of limitations affecting the Obligations or any Subsidiary Guarantor’s 's liability hereunder; ; (d) any right to proceed against the Borrower requirement of marshaling or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power principle of any Secured Party whatsoever; election of remedies; (e) any benefit of and any right to participate in assert against any security Beneficiary any defense (legal or equitable) other than the defense of payment, set-off, counterclaim and other right that any Subsidiary Guarantor may now or any time hereafter held by have against the Company or any Secured Party; and other Obligor; (f) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices of dishonor acceptance and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices notice of acceptance of this Guaranty or of Subsidiary Guarantee, and, except to the existenceextent expressly required by this Indenture, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or all other notices of any other waiver or other provision set forth in this Agreementkind, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: including (i) Agent may collect from notice of any Loan Party without first foreclosing on any Real Property pledged action taken or omitted by a Loan Party; the Beneficiaries in reliance hereon, (ii) if Agent notice of any default by the Company or any Lender forecloses on other Obligor, (iii) notice that any Real Property pledged by any Loan Party, the amount portion of the Obligations is due, (iv) notice of any action against the Company or any other Obligor or any Collateral or the assertion of any right of any Beneficiary hereunder; and (g) all defenses that at any time may be reduced only available to any Subsidiary Guarantor by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver virtue of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses includevaluation, but are not limited tostay, any rights moratorium or defenses based upon Section 580a, 580b, 580d other law now or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of Californiahereafter in effect.

Certain Waivers. Each Guarantor waives acknowledges and agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any collateral securing the Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other Person (including any co-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of any Borrower, (ii) with respect to any Law of any jurisdiction or any 187 [Published CUSIP Number: ____] event affecting any term of the obligations of each Guarantor under this Article X or (iii) as a result or related to any other circumstance that might constitute a defense of the any Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) it will not assert any right to proceed claims or set-off rights that such Guarantor may have and (e) nothing contained herein shall prevent or limit action being taken against the Borrower Borrowers hereunder, under the other Loan Documents or the other documents and agreements relating to the Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising any other Loan Partyrights or remedies available in respect thereof, proceed against if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors' obligations hereunder unless as a result thereof, the Obligations shall have been paid in full and the commitments relating thereto shall have expired or exhaust any terminated, it being the purpose and intent that the Guarantors' obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Secured Obligations, or pursue any other remedy in except through the power exercise of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any 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. 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation pursuant to Section 10.02 and reimbursement against such Loan Party by through the operation exercise of rights of contribution pursuant to Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California10.06.

Certain Waivers. Each Guarantor waives Except to the extent expressly required by the provisions of the Loan Documents, the Credit Support Provider waives, to the fullest extent permitted by the provisions of applicable law, all of the following (including, without limitation, all defenses, counterclaims and other rights of any nature based upon any of the following):‌ (a) any defense arising by reason presentment, demand for payment and protest of nonpayment of any disability of the Guaranteed Obligations, and notice of protest, dishonor or other defense nonperformance; (b) notice of acceptance of this Agreement and notice that credit has been extended in reliance on the Credit Support Provider’s guaranty of the Guaranteed Obligations; (c) notice of any default under the Loan Agreement or of any inability to enforce performance of the obligations of the Borrower or of any other guarantor, Person with respect to any Loan Document or the cessation from any cause whatsoever (including any act or omission notice of any Secured Partyacceleration of maturity of any Guaranteed Obligations; (d) demand for performance or observance of, and any enforcement of any provision of, the liability of the Borrower or Loan Agreement, any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed Document or are more burdensome than those of the Borrower Guaranteed Obligations or any other Loan Party; (c) the benefit pursuit or exhaustion of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed rights or remedies against the Borrower or any other Loan Party, proceed against Person in respect of the Guaranteed Obligations or exhaust any security for requirement of diligence or promptness on the Secured Obligations, or pursue part of the Lender in connection with any other remedy in of the power of any Secured Party whatsoever; foregoing; (e) any benefit act or omission on the part of and the Lender which may impair or prejudice the rights of the Credit Support Provider, including, without limitation, rights to obtain subrogation, exoneration, contribution, indemnification or any right to participate in other reimbursement from the Borrower or any security now other Person, or hereafter held by any Secured Party; and otherwise operate as a deemed release or discharge; (f) to any statute of limitations or any statute or rule of law which provides that the fullest extent permitted by lawobligation of a surety must be neither larger in amount nor in other respects more burdensome than the obligation of the principal; (g) any “single action” or “anti-deficiency” law which would otherwise prevent the Lender from bringing any action, including, without limitation, any and all claim for a deficiency, against the Credit Support Provider before or after the commencement or completion of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or any other defenses law which would otherwise require any election of remedies by the Lender; (h) any sale, lease or benefits that may be derived from transfer of any of the assets of the Borrower to any other Person, or afforded by Applicable Law limiting any other change of status under any law in respect of the liability Borrower; (i) any increase in principal amount of, or extension of the time for payment of the principal of or exonerating guarantors or sureties. Each Guarantor expressly waives interest on, any Guaranteed Obligation; (j) all setoffs demands 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 every kind or nature whatsoever with respect to the Secured foregoing; and (k) to the extent not referred to above, all defenses (other than payment) which the Borrower may now or hereafter have to the payment of the Guaranteed Obligations, together with all suretyship defenses, which could otherwise be asserted by the Credit Support Provider. The Credit Support Provider represents that the Credit Support Provider has obtained the advice of counsel as to the extent to which suretyship and all notices of acceptance of this Guaranty or of other defenses may be available to the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure Credit Support Provider with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) obligations of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because Credit Support Provider hereunder in the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount absence of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon waivers contained in this Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California3.

Certain Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantorEach Pledgor waives, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, (i) any right of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling of the Pledged Collateral or other defenses collateral or benefits that may be derived from security for the Secured Obligations; (ii) any right to require any of the Secured Parties (A) to proceed against any Person, (B) to exhaust any other collateral or afforded by Applicable Law limiting security for any of the liability of Secured Obligations, (C) to pursue any remedy in any Secured Party’s power, or exonerating guarantors (D) to make or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all give any presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, protests or notices of dishonor in connection with any of the Pledged Collateral; and (iii) all other notices claims, damages, and demands against the Secured Parties arising out of the repossession, retention, sale or demands application of the proceeds of any kind sale of the Pledged Collateral. (b) Each Pledgor waives any right it may have to require the Administrative Agent to pursue any third person for any of the Secured Obligations. The Administrative Agent may comply with any applicable state or nature whatsoever federal law requirements in connection with a disposition of the Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Pledged Collateral. The Administrative Agent may sell the Pledged Collateral without giving any warranties as to the Pledged Collateral. The Administrative Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Pledged Collateral. If the Administrative Agent sells any of the Pledged Collateral upon credit, the Pledgors shall be credited only with payments actually made by the purchaser, received by Administrative Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Pledged Collateral, the Administrative Agent may resell the Pledged Collateral and the Pledgors shall be credited with the proceeds of the sale. (c) Each Pledgor agrees that at any time and from time to time, without notice to or the consent of such Pledgor, without incurring responsibility to such Pledgor, and without impairing or releasing the security interests provided for herein or otherwise impairing the rights of the Administrative Agent hereunder, all as the Secured Parties may deem advisable: (i) the principal amount of the Secured Obligations may be increased or decreased and additional indebtedness or obligations of the Borrower under the Loan Documents may be incurred, by one or more amendments, modifications, renewals or extensions or otherwise; (ii) the time, manner, place or terms of any payment under the Loan Documents may be extended or changed, including by an increase or decrease in the interest rate on the Loan Documents or any fee or other amount payable under the Loan Documents, by an amendment, modification or renewal of the Loan Documents or otherwise; (iii) the time for the Borrower’s performance of or compliance with any term, covenant or agreement on its part to be performed or observed under the Loan Documents may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the Secured Parties may deem proper; (iv) the Secured Parties may discharge or release, in whole or in part, any guarantor or any other Person liable for the payment and performance of all or any part of the Secured Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Secured Obligations, nor shall any of the Secured Parties be liable to any Pledgor for any failure to collect or enforce payment of the Secured Obligations or to realize on any other collateral therefor; (v) in addition to the Pledged Collateral, the Secured Parties may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Secured Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (vi) the Secured Parties may request and accept any guaranties of the Secured Obligations and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; and (vii) the Secured Parties may exercise, or waive or otherwise refrain from exercising, any other right, remedy, power or privilege (including the right to accelerate the maturity of the Loan Documents and any power of sale) granted by the Loan Documents or other security document or agreement, or otherwise available to the Secured Parties, with respect to the Secured Obligations, and all notices any of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.the

Certain Waivers. Each The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower any Obligor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Bank) of the liability of the Borrower or any other Loan PartyObligor; (b) any defense based on any claim that such the Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan PartyObligor; (c) the benefit of any statute of limitations affecting any the Guarantor’s liability hereunder; (d) any right to require the Bank to proceed against the Borrower or any other Loan PartyObligor, proceed against or exhaust any security for the Secured Obligationsindebtedness, or pursue any other remedy in the Bank ‘s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Bank; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law applicable law limiting the liability of or exonerating guarantors or sureties. Each The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Guaranteed Obligations. Without limiting Notwithstanding the generality foregoing provisions of this Section 4, Guarantor shall have the opportunity to cure, within thirty (30) days of written notice, any default by an Obligor under the terms of the foregoingGuaranteed Obligations that could lead to acceleration of the Guaranteed Obligations, or of any other waiver to the demand for payment or other provision set forth in performance under this Agreement, each Loan Party waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or L▇▇▇▇▇’s rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil Procedure or otherwiseGuaranty. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party, the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent, by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.{Client Files/BAN/060808/0558/2015/03278721.DOCX;2} 4836-5989-2149.7