Common use of Certain Waivers Clause in Contracts

Certain Waivers. Each Guarantor waives: (a) the right to require the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other 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 other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Secured Party) of the Company liability of the Borrower or any other Obligor first applied to the discharge of the Guarantied Obligations; Loan Party; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to proceed against the Borrower or any other principle Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of election any Secured Party whatsoever; (e) any benefit 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 the BeneficiaryAgent or any Lender, even though that election of remedies, such as non-judicial a nonjudicial foreclosure with respect to the security for a guarantied guaranteed obligation, has destroyed such GuarantorAgent’s or Lender’s rights of subrogation, subrogation and reimbursement against the Company such Loan Party by the operation of Section 580d 580(d) of the California Code of Civil Procedure or otherwise; (e) any right to assert against the Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim . Each Loan Party waives all rights 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 other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor Loan Party may have because the Obligations are secured 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 Guarantor by virtue of any valuationReal Property which means, stay, moratorium or among other law now or hereafter in effect; things: (i) Agent may collect from any failureLoan 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, omission, delay or lack of diligence on the part amount of the Beneficiary 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 enforcecollect 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, assert but are not limited to, any rights or exercise any rightdefenses based upon Section 580a, power 580b, 580d or remedy conferred on the Beneficiary in respect 726 of the Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 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, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWto 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 Beneficiary to proceed against the Company any defense arising by reason of any disability or other defense of any Borrower or any other ObligorGuarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property ) of the Company liability of any Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any Borrower or any other 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 other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; Guarantor; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Administrative Agent or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the BeneficiaryBeneficiary to proceed against any Borrower, even though that election of remedies, such as non-judicial foreclosure with respect to the proceed against or exhaust any security for a guarantied obligationthe Obligations, has destroyed such Guarantoror pursue any other remedy in the Administrative Agent’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; any other Beneficiary’s power whatsoever; (e) any benefit of and any right to assert against participate in any security now or hereafter held by the Beneficiary Administrative Agent or any other 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: (whether legal i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or equitable) (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 payment)upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Obligations or any of the Documents, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of either Borrower, any Guarantor or any other 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 and counterclaim, claim or other right that which either Borrower or any Guarantor may now or have at any time hereafter have against the Company Beneficiaries or any other Obligor; 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, (fvi) 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 for payment demand, or performance (protest or to give any other notice, including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice all of the following: acceptance of this Guaranty, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against either Borrower, any Guarantor or any other Person, or to apply or exhaust any security held from either Borrower, any other Guarantor or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of either Borrower, any Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of either Borrower, any Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of either Borrower, any Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of either Borrower, any Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under applicable Law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to either Borrower or any Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such 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 (g) to the fullest extent permitted by applicable 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, 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; (g) any rightskind or nature whatsoever with respect to the Obligations, defenses and other benefits that such Guarantor may have by reason all notices of any failure acceptance of this Guaranty or of the Beneficiary to comply with Applicable Law in connection with a disposition existence, creation or incurrence of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium new or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied additional Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waiveswaives and agrees not to assert: (ai) the any right to require any Guaranteed Party to marshal assets in favor of the Beneficiary Company, the Guarantor, any other Loan Party or any other Person, to proceed against the Company, any other Loan Party or any other Person, to proceed against or exhaust any collateral securing the Guaranteed Obligations, to give notice of the terms, time and place of any public or private sale of personal property security constituting any collateral for the Guaranteed Obligations or comply with any provisions of the New York Uniform Commercial Code (or any equivalent provision of any other applicable law) related to such rights 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 lack of corporate or other authority or any other defense of the Company, the Guarantor or any other Person; (iv) any defense (other than the defense of payment) 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 the Company or any other Obligorobligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to proceed against the fullest extent permitted by law, any defenses or exhaust benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other Obligor first applied all benefits that otherwise might be available to the discharge of the Guarantied Obligations; (b) all rights and benefits Guarantor under any applicable state law including, if, despite Section 2809 of the 20, California law is applied hereto, California Civil Code §§1432, 2809, 2810, 28I5, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder 3433 and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies Procedure §§580a, 580b, 580d and 726. Accordingly, the Guarantor waives all rights and defenses arising out of an election of remedies that the Guarantor may have because the Company’s debt is or may be secured by real property. This means, among other things: (A) the Guaranteed Parties may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the BeneficiaryCompany; and (B) if the Administrative Agent forecloses on any real property collateral pledged by the Company: (1) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even though that election of remediesif the collateral is worth more than the sale price, such as non-judicial foreclosure with respect to and (2) the security for a guarantied obligationGuaranteed Parties may collect from the Guarantor even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed such Guarantorany right the Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses the Guarantor may have because the Company’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of subrogationdefenses based upon Section 580a, and reimbursement against the Company by the operation of Section 580b, 580d or 726 of the California Code of Civil Procedure or otherwise; (e) any right to assert against the Beneficiary any defense (whether legal or equitable) (and related provisions of 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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWapplicable state law.

Certain Waivers. Each Guarantor waives: (a) the any requirement, and any right to require the Beneficiary to proceed require, that any right or power be exercised or any action be taken against the Company Company, any other Guarantor or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in for the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other Obligor first applied to the discharge of the Guarantied Guaranteed Obligations; (b) all rights defenses to, and benefits under Section 2809 all setoffs, counterclaims and claims of recoupment against, the California Civil Code and Guaranteed Obligations that may at any time be available to the Company or any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principalGuarantor; (c) (i) notice of acceptance of and intention to rely on the benefit Guarantor Related Documents, (ii) notice of the issuance of any statute Notes, the making or renewal of limitations affecting any Loans under the Guarantied Obligations or such Guarantor’s liability hereunder Note Purchase Agreement and of Section 359.5 the incurrence or renewal of any other Guaranteed Obligations, (iii) notice of any of the California Code matters referred to in Section 1.08 and (iv) all other notices that may be required by Applicable Law or otherwise to preserve any rights against the Guarantors under this Agreement, including any notice of Civil Proceduredefault, demand, dishonor, presentment and protest; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwisediligence; (e) any right defense based upon, arising out of or in any way related to assert (i) any claim that any sale or other disposition of any 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, (ii) any claim that any election of remedies by the Guaranteed Parties, including the exercise by the Guaranteed Parties of any rights against the Beneficiary any defense (whether legal Collateral, impaired, reduced, released or equitable) (other than payment), set-off, counterclaim and other otherwise extinguished any right that any a Guarantor may now or any time hereafter might otherwise have had against the Company or any other Obligor;guarantor or against any Collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in any way related to any of the matters referred to in Section 1.08 and (iv) any claim that the Guarantor Related Documents should be strictly construed against the Guaranteed Parties; and (f) presentmentALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, demand for payment or performance BUT FOR THIS CLAUSE (including diligence in making demands hereunderf), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME BE AVAILABLE TO SUCH ANY GUARANTOR BY REASON AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWITS OBLIGATIONS UNDER THIS AGREEMENT.

Certain Waivers. Each Guarantor waives: waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Lender) of the Guarantied Obligations; liability of the Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require any Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other principle remedy in such Secured Party’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in the Collateral or any security now or hereafter held by any Secured Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all rights 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 defenses arising out indefeasibly paid in full in cash. Each Guarantor expressly waives all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of 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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each Guarantor waivesof the Guarantors waives and agrees not to assert: (ai) the any right to require the Beneficiary Agent, the Issuing Bank or any Bank to marshal assets in favor of the Borrower, any Guarantor, or any other Person, to proceed against the Company Borrower, any other Guarantor or any other ObligorPerson, to proceed against or exhaust any of the Collateral or other collateral for the Guaranteed Obligations, 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 Section 9504 of the California UCC (or any equivalent provision of any other applicable law) or to pursue any other remedy in the Beneficiary’s right, remedy, power whatsoever, and the right to have the property or privilege of the Company Agent, the Issuing Bank or any other Obligor first applied to Bank whatsoever; (ii) the discharge defense of the Guarantied statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (biii) all any defense arising by reason of any lack of corporate or other authority or any other defense of the Borrower, any other Guarantor or any other Person; (iv) any defense based upon the Agent's, the Issuing Bank's or any Bank's errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and benefits under counterclaims; (vi) any defense based upon an election of remedies by the Agent, Issuing Bank or the Banks even though that election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) destroys or impairs the subrogation rights of such Guarantor or any other Guarantor or Person or the right of such Guarantor or any other Guarantor or Person to proceed against the Borrower, any other Guarantor or any other obligor of the Guaranteed Obligations for reimbursement by operation of Section 2809 580d of the California Civil Code or otherwise; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including, without limitation, rights of subrogation, indemnification, contribution and other rights and defenses that are or may become available to such Guarantor, directly or indirectly, under California Civil Code Sections 1432, 2787 to 2855, inclusive, and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower's or another Guarantor's debt is secured by real property. This means, among other things: (A) the Agent, the Issuing Bank and the Banks may collect from a Guarantor without first foreclosing on any real or personal property Collateral pledged by the Borrower or any Guarantor; and (B) if the Agent forecloses on any real property Collateral pledged by the Borrower or any Guarantor: (1) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (2) the Agent, the Issuing Bank and the Banks may collect from a Guarantor even if the Agent, by foreclosing on the real property Collateral, has destroyed any right any Guarantor may have to collect from the Borrower or any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit Guarantor. This is an unconditional and irrevocable waiver of any statute rights and defenses any Guarantor may have because the Borrower's or any Guarantor's debt is secured by real property. These rights and defenses include, but are not limited to, any rights of limitations affecting the Guarantied Obligations defenses based upon Section 580a, 580b, 580d or such Guarantor’s liability hereunder and of Section 359.5 726 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company Administrative Agent or any other Obligor first applied to the discharge Secured Party) of the Guarantied liability of the Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations; ; (b) all rights and benefits under Section 2809 of any defense based on any claim that the California Civil Code and any other Applicable Law purporting to reduce a guarantorGuarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Administrative Agent or any other principle Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the Administrative Agent’s or any other Secured Party’s power whatsoever; (e) any benefit of election of remedies 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 rights other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such are or may become available to the Guarantor may have by reason of any failure Sections 2787 to 2855, inclusive, 2899 and 3433 of the Beneficiary to comply with Applicable Law California Civil Code. As provided below, this Guaranty shall be governed by, and construed in connection with a disposition of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuationaccordance with, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part laws of the Beneficiary State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty that pertain to enforce, assert or exercise California law are included solely out of an abundance of caution and shall not be construed to mean that any right, power or remedy conferred on the Beneficiary in respect of the Guarantied above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. (a) Each Guarantor Junior Creditor waives: (a) the right to require the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other Obligor first applied to the discharge of the Guarantied Obligations; (bi) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (cii) the benefit of any statute of limitations affecting the Guarantied Senior Obligations or such Guarantor’s any Junior Creditor's liability hereunder and of Section 359.5 of the California Code of Civil Procedurehereunder; (diii) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (eiv) any right to assert against the Beneficiary any Pari Passu Secured Party any defense (whether legal or equitable) (other than payment), set-offsetoff, counterclaim and other right that any Guarantor Junior Creditor may now or any time hereafter have against the Company or any other Obligor; (fv) 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 GuarantyAgreement, and all other notices of any kind;, including (A) notice of the existence, creation or incurrence of new or additional Senior Obligations, (B) notice of any action taken or omitted by the Pari Passu Secured Parties in reliance hereon, (C) notice of any default by the Company or any other Obligor, (D) notice that any portion of the Senior Obligations is due, and (E) notice of any action against the Company or any other Obligor, or any enforcement or other action with respect to any Senior Collateral, or the assertion of any right of any Pari Passu Secured Party hereunder; and (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; (hvi) all defenses that at any time may be available to such Guarantor any Junior Creditor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waives: waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of any Borrower, or the right to require cessation from any cause whatsoever (including any act or omission of any Lender or the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Administrative Agent) of the Company or liability of any other Obligor first applied to the discharge of the Guarantied Obligations; Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Administrative Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for the Liabilities, or pursue any other principle remedy in the Administrative Agent’s or any Lender’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all rights 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 Liabilities have been fully performed, and defenses arising out the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full in cash. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationLiabilities, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guarantyguaranty or of the existence, creation or incurrence of new or additional Liabilities. The guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Liabilities or any instrument or agreement evidencing any Liabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each Guarantor waives: Borrower hereby irrevocably and unconditionally waives (ai) promptness and diligence (except to the right to require extent otherwise provided herein or in the Beneficiary to proceed against the Company other Loan Documents), (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other Obligoragreement or instrument relating hereto or thereto except to the extent otherwise provided herein or such other Loan Documents, (iii) except to proceed against the extent otherwise provided herein or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoeverother Loan Documents, all other notices, demands and the right to have the property of the Company or any other 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 other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 Guarantyprotests, and all other notices 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 kind; of its obligations hereunder or under the other Loan Documents, (giv) any rightsrequirement that Administrative Agent or any Lender protect, defenses 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 other benefits that such Guarantor may have (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of payment by Borrower pursuant hereto or to 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 Guarantor by virtue of any valuationother Loan Document. BORROWER, stayLENDERS AND ADMINISTRATIVE AGENT FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, moratorium or other law now or hereafter in effect; (i) any failureIN CONNECTION WITH ANY SUIT, omissionACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS OR BORROWER WITH RESPECT TO THIS AGREEMENT, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE THE NOTES OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OTHERWISE IN RESPECT OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWLOAN, ANY AND EVERY RIGHT TO A TRIAL BY JURY.

Certain Waivers. Each Guarantor waives: (a) the right to require the Beneficiary Lenders to proceed against the Company Borrowers or any other ObligorGuarantor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s Lenders' power whatsoever, whatsoever and the right to have the property of the Company any Borrower or any other Obligor Guarantor first applied to the discharge of the Guarantied Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law applicable law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedurehereunder; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any right to assert against the Beneficiary Lenders 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 any Borrower or any other ObligorGuarantor; (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 GuarantyGuarantee, and 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇▇▇) ▇▇▇ice that any portion of the Obligations is due, (iv) notice of any action against the Borrowers or any other Guarantor, or any enforcement of other action with respect to any Collateral, or the assertion of any right of the Lenders hereunder; and (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 any Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require any Guaranteed Party to marshal assets in favor of the Beneficiary Borrowers, such Guarantor, any other Loan Document Party or any other Person, to proceed against the Company any Borrower, any other Loan Document Party or any other ObligorPerson, to proceed against or exhaust any of the Collateral or any other collateral securing the Guaranteed Obligations, 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 California UCC (or any equivalent provision of any other applicable law) or to pursue any other remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Guarantor, any other Loan Document Party 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 Guarantor or the right of such Guarantor to proceed against any Borrower, any other Loan Document Party or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and benefits under Section 2809 defenses available to the Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code and any and all benefits that otherwise might be available to such Guarantor under California Civil Code §§1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because any Borrower’s debt may be secured by real property. This means, among other Applicable Law purporting to reduce a guarantor’s obligations in proportion to things: (A) the obligation Guaranteed Parties may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrowers; and (B) if the Administrative Agent forecloses on any real property collateral pledged by the Borrowers: (1) the amount of the principal or providing debt may be reduced only by the price for which that collateral is sold at the obligation of a surety or guarantor must neither be larger nor in other respects foreclosure sale, even if such collateral is worth more burdensome than that of the principal; sale price, and (c2) the benefit Guaranteed Parties may collect from such Guarantor even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right such Guarantor may have to collect from any Borrower. This is an unconditional and irrevocable waiver of any statute rights and defenses any Guarantor may have because any Borrower’s debt is or may be secured by real property. These rights and defenses include, but are not limited to, any rights of limitations affecting the Guarantied Obligations defenses based upon Section 580a, 580b, 580d or such Guarantor’s liability hereunder and of Section 359.5 726 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: waives to the fullest extent permitted by law (a) the right to require the Beneficiary to proceed against the Company any defense arising by reason of any disability or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property defense of the Company or any other Obligor first applied to guarantor, or the discharge cessation from any cause whatsoever (including any act or omission of the Guarantied Obligations; LC Participants) of the liability of the Company; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Company; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the LC Participants to proceed against the Company, proceed against or exhaust any security for the Obligations, or pursue any other principle remedy in each LC Participant’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the LC Participants; (f) any fact or circumstance related to the Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (g) any and all rights 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 Obligations have been fully performed and defenses arising out indefeasibly paid in full in cash. Each Guarantor expressly waives all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationObligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each Guarantor waives: Holdings waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company Administrative Agent or any other Obligor first applied to the discharge Lender) of the Guarantied Obligations; liability of the Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s defense based on any claim that Holdings’ obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s Holdings’ liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) subject to Section 10.05, any requirement right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of marshaling the Administrative Agent or any other principle Lender whatsoever; (e) subject to Section 10.05, any benefit of election of remedies and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; and (f) to the fullest extent permitted by law, any and all rights other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Holdings expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationObligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations. Holdings waives any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor are or may have become available to Holdings by reason of any failure §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the Beneficiary to comply with Applicable Law California Civil Code. As provided below, this Guaranty shall be governed by, and construed in connection with a disposition of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuationaccordance with, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part laws of the Beneficiary State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to enforceCalifornia law are included solely out of an abundance of caution, assert or exercise and shall not be construed to mean that any right, power or remedy conferred on the Beneficiary in respect of the Guarantied above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Secured Party) of the Company or any other Obligor first applied to the discharge liability of the Guarantied Obligations; Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing defense based on any claim that the obligation of a surety Guarantor's obligations exceed or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Secured Parties to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other principle remedy in the Secured Parties' power whatsoever; (e) any benefit of 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 rights other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such are or may become available to the Guarantor may have by reason of any failure Sections 2787 to 2855, inclusive, 2899 and 3433 of the Beneficiary to comply with Applicable Law California Civil Code. As provided below, this Guaranty shall be governed by, and construed in connection with a disposition of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuationaccordance with, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part laws of the Beneficiary State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to enforceCalifornia law are included solely out of an abundance of caution, assert or exercise and shall not be construed to mean that any right, power or remedy conferred on the Beneficiary in respect of the Guarantied above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: waives to the fullest extent permitted by law (a) the right to require the Beneficiary to proceed against the any defense arising by reason of any disability or other defense of Company or any other ObligorGuarantor (other than that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash), to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of Agent) of the Company or any other Obligor first applied to the discharge liability of the Guarantied Obligations; Company; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Company; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require Agent to proceed against Company or any other principle Person, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in Agent’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in any security now or hereafter held by Agent; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guarantee (other than that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash) and (g) any and all rights 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 defenses arising out indefeasibly paid in full in cash. Guarantor expressly waives all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuarantee or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guarantee shall not be affected by the genuineness, validity, regularity or enforceability of any Guaranteed Obligation or any instrument or agreement evidencing any Guaranteed Obligation, 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 Guarantor under this Guarantee, and Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each The Guarantor waives: waives (a) the right to require the Beneficiary to proceed against the Company any defense arising by reason of any disability or other defense of any Obligor or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Bank) of the Guarantied Obligations; liability of any Obligor; (b) all rights and benefits under Section 2809 of any defense based on any claim that the California Civil Code and any other Applicable Law purporting to reduce a guarantorGuarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Obligor; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Bank to proceed against any Obligor, proceed against or exhaust any security for the indebtedness, or pursue any other principle remedy in the Bank ‘s power whatsoever; (e) any benefit of election of remedies and any right to participate in any security now or hereafter held by the Bank; and (f) to the fullest extent permitted by law, any and all rights other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation all notices of Section 580d acceptance of this Guaranty or of the California Code existence, creation or incurrence of Civil Procedure new or otherwise; additional Guaranteed Obligations. Notwithstanding the foregoing provisions of this Section 4, Guarantor shall have the opportunity to cure, within thirty (e30) days of written notice, any right default by an Obligor under the terms of the Guaranteed Obligations that could lead to assert against acceleration of the Beneficiary any defense (whether legal Guaranteed Obligations, or equitable) (other than payment), set-off, counterclaim and other right that any Guarantor may now or any time hereafter have against to 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 under this Guaranty, and all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.. {Client Files/BAN/060808/0558/2015/03278721.DOCX;2} 4836-5989-2149.7

Certain Waivers. Each Guarantor irrevocably and unconditionally hereby waives: (a) the any right to require the Beneficiary to Guaranteed Party, to: (i) proceed against Borrower, any other guarantor of any of the Company Guaranteed Obligations or any other ObligorPerson, to (ii) proceed against or exhaust any Collateral or to any other security held from Borrower, any such other guarantor or any other Person, or (iii) pursue any other remedy in the Beneficiary’s power of the Guaranteed Party whatsoever, and ; (b) the right to have the property of the Company Borrower, such Guarantor or any other Obligor guarantor of any of the Guaranteed Obligations first applied to the discharge of the Guarantied Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and Guaranteed Obligations or any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principalpart thereof; (c) any notices, demands, promptness, diligence, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under any of the Loan Documents, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower, and any other notice with respect to any of the Guaranteed Obligations, this Guaranty or any other Loan Document; (d) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of or the California Code of Civil Procedureenforcement thereof; (de) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (ef) any right to assert against the Beneficiary Guaranteed Party any defense (whether legal or equitable) (other than payment), set-offsetoff, counterclaim and other right that any such Guarantor may now or any time hereafter have against the Company Borrower 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 other notices guarantor of any kindof the Guaranteed Obligations; (g) any rightsrights to setoffs, defenses recoupments 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 Collateralcounterclaims; (h) any right to revoke or terminate this Guaranty; (i) any defenses based on or arising out of any change, reorganization, restructuring or termination of the corporate or organizational structure or existence of Borrower, any Guarantor, any of their Subsidiaries or any other guarantor of any of the Guaranteed Obligations and to any corresponding restructuring of the Guaranteed Obligations; (j) any defense arising by reason of or based on the incapacity, lack of authority or any disability of Borrower or any other guarantor of any of the Guaranteed Obligations; (k) any defense arising by reason of or based on the lack of validity or the unenforceability or the illegality of all defenses or any of the Guaranteed Obligations, any Loan Documents or any other agreement or instrument relating thereto; (l) any defense that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (im) any failureand all suretyship defenses, omissionincluding, delay but not limited to, (1) surrender, release, exchange, substitution, dealing with or lack taking any additional collateral, (2) abstaining from taking advantage of diligence or realizing upon any security interest or other guaranty, and (3) any impairment of collateral, including, but not limited to, failure to perfect a security interest in the collateral; and (n) any defense based on the part or arising out of any defense of Borrower, any other guarantor of any of the Beneficiary to enforce, assert Guaranteed Obligations or exercise any right, power or remedy conferred on other party other than the Beneficiary indefeasible payment and performance in respect full of the Guarantied Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waives: waives (a) the right to require the Beneficiary to proceed against the Company any defense arising by reason of any disability or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property defense of the Company or any other Obligor first applied to guarantor, or the discharge cessation from any cause whatsoever (including any act or omission of any Holders) of the Guarantied liability of the Company other than indefeasible payment and performance in full of the Guaranteed Obligations; ; (b) all rights and benefits under Section 2809 of any defense based on any claim that the California Civil Code and any other Applicable Law purporting to reduce a guarantorGuarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Company; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require any Holders to proceed against the Company or pursue any other principle of election of remedies remedy in any Holder’s power whatsoever; and (e) to the fullest extent permitted by law, any and all rights other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. The Guarantor waives any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such are or may become available to the Guarantor may have by reason of any failure Sections 2787 to 2855, inclusive, 2899 and 3433 of the Beneficiary to comply with Applicable Law California Civil Code. As provided below, this Guaranty shall be governed by, and construed in connection with a disposition of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuationaccordance with, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part laws of the Beneficiary State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty that pertain to enforce, assert or exercise California law are included solely out of an abundance of caution and shall not be construed to mean that any right, power or remedy conferred on the Beneficiary in respect of the Guarantied above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Lender) of the Guarantied Obligations; liability of the Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing defense based on any claim that the obligation of a surety Guarantor's obligations exceed or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other principle remedy in the Lender 's power whatsoever; (e) any benefit of election of remedies and any right to participate in any security now or hereafter held by the Lender; and (f) to the fullest extent permitted by law, any and all rights other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations, including but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, ss.17.001 of the Texas Civil Practice and Remedies Code, and all other notices Rule 31 of the Texas Rules of Civil Procedure, or any similar statute. The failure to give notice of the occurrence of any kind; (g) any rightsof the events or actions referred to herein, defenses and other benefits that such Guarantor may have by reason notice of any failure Default or Event of Default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the 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 Guarantor by virtue Guaranteed Obligations, notice of any valuationsale or foreclosure of any collateral for the Guaranteed Obligations, staynotice of any transfer of the Guaranteed Obligations, moratorium notice of the financial condition of or other law now circumstances regarding the Borrower, Guarantor, or hereafter any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations (and the parties intend that Guarantor shall not be considered a "Debtor" as defined in effect; (i) any failure, omission, delay or lack of diligence on the part Section 9.102 of the Beneficiary Texas Business and Commerce Code for the purpose of notices required to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWbe given to a Debtor under such code).

Certain Waivers. Each Guarantor waives: hereby waives to the maximum extent permitted by Governing Law, for the benefit of the Holders: (a) the any right to require the Beneficiary Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Company Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other ObligorPerson, to (ii) proceed against or exhaust any Collateral security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other Obligor first applied to the discharge of the Guarantied Obligations; Holders whatsoever; (b) all rights and benefits under Section 2809 any defense arising by reason of the California Civil Code and incapacity, lack of authority or any disability or other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation defense of the principal Issuer including, without limitation, any defense based on or providing arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Issuer from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety or guarantor must be neither be larger in amount nor in other respects more burdensome than that of the principal;; (d) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (ci) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of Section 359.5 of or the California Code of Civil Procedure; enforcement hereof, (diii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement of marshaling that the Holders protect, secure, perfect or insure any security interest or lien or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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; property subject thereto; (f) presentmentnotices, demand for payment or performance (including diligence in making demands hereunder)demands, notice presentments, protests, notices of protest, notices of dishonor and notices of any action or nonperformanceinaction, protest, acceptance and notice of including acceptance of this Guaranty, and all other notices of default under this Agreement or the Note or any agreement or instrument related thereto, notices of any kind; renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Issuer and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (g) any rights, defenses and other or 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 Guarantor derived from or afforded by virtue law which limit the liability of any valuationor exonerate guarantors or sureties, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack which may conflict with the terms of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWthis Guaranty.

Certain Waivers. Each Guarantor waives: waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Lenders) of the Guarantied Obligations; liability of the Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Lenders to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other principle remedy in each Lender’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lenders; (f) any fact or circumstance related to the Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (g) any and all rights 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 Obligations have been fully performed and defenses arising out indefeasibly paid in full in cash. Each Guarantor expressly waives all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationObligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each Guarantor waives: With respect to the Subsidiary L/C Obligations, Borrower authorizes Bank, without notice and without affecting Borrower’s liability with respect thereto, from time to time, to (a) renew, compromise, extend, accelerate, release, subordinate, waive, amend and restate, or otherwise amend or change, the right interest rate, time or place for payment or any other terms of all or any part of the Subsidiary L/C Obligations; (b) accept delinquent or partial payments on the Subsidiary L/C Obligations; (c) take or not take security or other credit support for all or any part of the Subsidiary L/C Obligations, and exchange, enforce, waive, release, subordinate, fail to enforce or perfect, sell, or otherwise dispose of any such security or credit support; (d) apply proceeds of any such security or credit support and direct the order or manner of its sale or enforcement as Bank, at its sole discretion, may determine; and (e) release or substitute any Person liable on the Subsidiary L/C Obligations. To the maximum extent permitted by law, Borrower waives (a) all rights to require the Beneficiary Bank to proceed against the Company any Subsidiary, or any other Obligorguarantor, to or proceed against against, enforce or exhaust any Collateral security for the Subsidiary L/C Obligations or to marshal assets or to pursue any other remedy in the BeneficiaryBank’s power whatsoever, and the right to have the property of the Company or any other 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 other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any failure disability or other defense of any Subsidiary, the cessation for any reason 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 Guarantor by virtue liability of any valuationSubsidiary, stayany defense that any other indemnity, moratorium guaranty or other law now security was to be obtained, any claim that Bank has made Borrower’s obligations more burdensome or hereafter in effect; (i) more burdensome than the applicable Subsidiary’s obligations, and the use of any failure, omission, delay or lack of diligence on the part proceeds of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.Subsidiary

Certain Waivers. Each Guarantor 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) presentment, demand for payment and protest of nonpayment of any of the right to require the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoeverGuaranteed Obligations, and the right to have the property notice of the Company protest, dishonor or any other Obligor first applied to the discharge of the Guarantied Obligationsnonperformance; (b) all rights notice of acceptance of this Agreement and benefits under Section 2809 notice that credit has been extended in reliance on the Credit Support Provider’s guaranty of the California Civil Code 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 Person with respect to any Loan Document or notice of any acceleration of maturity of any Guaranteed Obligations; (d) demand for performance or observance of, and any enforcement of any provision of, the Loan Agreement, any other Applicable Law purporting to reduce a guarantor’s obligations Loan Document or the Guaranteed Obligations or any pursuit or exhaustion of rights or remedies against the Borrower or any other Person in proportion to the obligation respect of the principal Guaranteed Obligations or providing any requirement of diligence or promptness on the part of the Lender in connection with any of the foregoing; (e) any act or omission on the part of 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 other reimbursement from the Borrower or any other Person, or otherwise operate as a deemed release or discharge; (f) any statute of limitations or any statute or rule of law which provides that the obligation of a surety or guarantor must be neither be larger in amount nor in other respects more burdensome than that the obligation of the principal; (cg) any “single action” or “anti-deficiency” law which would otherwise prevent the benefit Lender from bringing any action, including, without limitation, any claim for a deficiency, against the Credit Support Provider before or after the commencement or completion of any statute foreclosure action, whether judicially, by exercise of limitations affecting the Guarantied Obligations power of sale or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling otherwise, or any other principle of election of remedies and all rights and defenses arising out of an law which would otherwise require any election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 CollateralLender; (h) all defenses that at any time may be available to such Guarantor by virtue sale, lease or transfer of any valuationof the assets of the Borrower to any other Person, stay, moratorium or any other change of status under any law now or hereafter in effectrespect of the Borrower; (i) any failureincrease in principal amount of, omission, delay or lack of diligence on the part extension of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect time for payment of the Guarantied Obligations; orprincipal of or interest on, any Guaranteed Obligation; (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855all demands and notices of every kind with respect to the foregoing; and (k) to the extent not referred to above, INCLUSIVEall defenses (other than payment) which the Borrower may now or hereafter have to the payment of the Guaranteed Obligations, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWtogether 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 other defenses may be available to the Credit Support Provider with respect to the obligations of the Credit Support Provider hereunder in the absence of the waivers contained in this Section 3.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require any Guaranteed Party to marshal assets in favor of the Beneficiary Borrower, such Guarantor, any other Loan Party or any other Person, to proceed against the Company Borrower, any other Loan Party or any other ObligorPerson, 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 remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all rights and benefits under Section 2809 any defense arising by reason of any lack of corporate or other authority or any other defense of the California Civil Code and Borrower, such Guarantor or any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principalPerson; (civ) any defense based upon any Guaranteed Party’s errors or omissions in the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 administration of the California Code of Civil ProcedureGuaranteed Obligations; (dv) any requirement of marshaling or rights to set-offs and counterclaims; (vi) any other principle of election of remedies and all rights and defenses arising out of defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s subrogation rights of subrogation, and reimbursement such Guarantor or the right of such Guarantor to proceed against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 Borrower or any other Obligor;obligor of the Guaranteed Obligations for reimbursement; and (fvii) presentmentwithout limiting the generality of the foregoing, demand for payment to the fullest extent permitted by law, any defenses or performance (including diligence in making demands hereunder)benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, notice of dishonor or nonperformance, protest, acceptance and notice of acceptance which may conflict with the terms of this Guaranty, including any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such which are or may become available to each Guarantor may have by reason of any failure California Civil Code §§2787 through 2855, 2899 and 3433. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the Beneficiary State of New York. The foregoing California Civil Code waivers are included solely out of an abundance of caution, and shall not be construed to comply with Applicable Law in connection with a disposition of Collateral; (h) all defenses mean that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary above referenced provisions of California law are in any way applicable to enforce, assert this Guaranty or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waives, to the extent permitted by Applicable Law: (a) 2.5.1. the right to require the Beneficiary Beneficiaries to proceed against the Company Borrower or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the any Beneficiary’s 's power whatsoever, whatsoever and the right to have the property of the Company Borrower or any other Obligor first applied to the discharge of the Guarantied Obligations; (b) 2.5.2. all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) 2.5.3. the benefit of any statute of limitations affecting the Guarantied Obligations or such the Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) 2.5.4. any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the any Beneficiary, even though that election of remedies, such as non-judicial nonjudicial foreclosure with respect to the security for a guarantied guaranteed obligation, has destroyed such the Guarantor’s 's rights of subrogation, subrogation and reimbursement against the Company Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) 2.5.5. any right to assert against the any Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any the Guarantor may now or any time hereafter have against the Company Borrower or any other Obligor; (f) 2.5.6. presentment, demand for payment or performance (including diligence in making demands hereunder), (except that the Agent shall demand payment from the Guarantor under this Guaranty prior to exercising remedies against the Guarantor) notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all other notices of any kind, including (i) notice of the existence, creation or incurrence of new or additional Obligations, (ii) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (iii) notice of any default by the Borrower or any other Obligor, (iv) notice that any portion of the Obligations is due, (v) notice of any action against the Borrower or any other Obligor, or any enforcement of other action with respect to any Collateral, or the assertion of any right of any Beneficiary hereunder; (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) 2.5.7. all defenses that at any time may be available to such the Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) 2.5.8. any failurerights, omission, delay defenses and other benefits the Guarantor may have by reason of any failure of any Beneficiary to hold a commercially reasonable public or lack private foreclosure sale or otherwise to comply with Applicable Law in connection with a disposition of diligence on Collateral; and 2.5.9. without limiting the part generality of the Beneficiary to enforceforegoing or any other provision hereof, assert or exercise any rightall rights and benefits under California Civil Code Sections 2810, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 28552819, INCLUSIVE2839, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAW2845, 2848, 2849, 2850, 2899 and 3433.

Certain Waivers. Each Subsidiary Guarantor waives: (a) the right to require the Beneficiary Beneficiaries to proceed against the Company or any other ObligorSubsidiary Guarantor, to proceed against or exhaust any Collateral or to pursue any other remedy in the any Beneficiary’s 's power whatsoever, whatsoever and the right to have the property of the Company or any other Obligor Subsidiary Guarantor first applied to the discharge of the Guarantied Company Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law applicable law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Company Obligations or such any Subsidiary Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedure;hereunder, (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any right to assert against the any Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any Subsidiary Guarantor may now or any time hereafter have against the Company or any other Obligor;Subsidiary Guarantor, (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 its Subsidiary Guarantee, and, except to the extent expressly required by this GuarantyIndenture or the Notes, and 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 Subsidiary Guarantor, (iii) notice that any portion of the Company Obligations is due, (iv) notice of any action against the Company or any Subsidiary Guarantor, or the assertion of any right of any Beneficiary hereunder; (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 Subsidiary Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect;; and (ih) any failure, omission, delay or lack of diligence on the part all applicable laws of the Beneficiary to enforceStates of Mississippi, assert or exercise any rightLouisiana, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855Iowa, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWFlorida and Colorado.

Certain Waivers. Each Guarantor waives: The Borrower waives (a) any defense arising by reason of any disability or other defense of any Loan Party or any Foreign Swap Obligor, or the right to require cessation from any cause whatsoever (including any act or omission of the Beneficiary to proceed against the Company Administrative Agent or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Secured Party) of the Company liability of any Loan Party or any other Obligor first applied to the discharge of the Guarantied Obligations; Foreign Swap Obligor; (b) all rights and benefits under Section 2809 of any defense based on any claim that the California Civil Code and any other Applicable Law purporting to reduce a guarantorBorrower’s obligations in proportion to the obligation of the principal under this Borrower Guaranty exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Guarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such GuarantorBorrower’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; under this Borrower Guaranty; (d) any requirement of marshaling right to require the Administrative Agent or any other principle Secured Party to proceed against any other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any other Secured Parties’ power whatsoever; (e) any benefit of election of remedies 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 rights other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The Borrower expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Subsidiary Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty, and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any failure Borrower Guaranty or of the Beneficiary to comply with Applicable Law in connection with a disposition existence, creation or incurrence of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium new or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied additional Guaranteed Subsidiary Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Secured Party) of the Company liability of the Borrower or any other Obligor first applied to the discharge of the Guarantied Obligations; Loan Party; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to proceed against the Borrower or any other principle Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of election any Secured Party whatsoever; (e) any benefit of remedies and any right to participate in any security now or hereafter held by any Secured Party; (f) any defense arising by reason of any change in the corporate existence, structure or ownership of any Loan Party; and (g) to the fullest extent permitted by law, any and all rights 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 defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationSecured Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Each Guarantor waives any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor are or may have become available to it by reason of any failure §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the Beneficiary California Civil Code. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to comply with Applicable Law in connection with a disposition California law are included solely out of Collateral; (h) all defenses an abundance of caution, and shall not be construed to mean that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary above-referenced provisions of California law are in any way applicable to enforce, assert this Guaranty or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Secured Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives:: --------------- (a) 2.5.1. the right to require the Beneficiary to proceed against the Company Principal Obligor or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s 's power whatsoever, whatsoever and the right to have the property of the Company Principal Obligor or any other Obligor first applied to the discharge of the Guarantied Obligations; (b) 2.5.2. all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law applicable law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) 2.5.3. the benefit of any statute of limitations affecting the Guarantied Obligations or such any Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedurehereunder; (d) 2.5.4. any requirement of marshaling marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial nonjudicial foreclosure with respect to the security for a guarantied guaranteed obligation, has destroyed such any Guarantor’s 's rights of subrogation, subrogation and reimbursement against the Company Principal Obligor by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) 2.5.5. 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 Principal Obligor or any other Obligor; (f) 2.5.6. 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 other notices of any kind; (g) 2.5.7. any rights, defenses and other benefits that such any Guarantor may have by reason of (i) any failure of the Beneficiary to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with Applicable Law applicable law in connection with a disposition of Collateral;; and (h) 2.5.8. all defenses that at any time may be available to such any Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) effect and ALL RIGHTS AND DEFENSES THAT THAT, NOTWITHSTANDING SECTION 1.2.2, 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.

Certain Waivers. (a) Each Guarantor waives: : (ai) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Lender) of the Guarantied Obligations; (b) all rights and benefits under Section 2809 liability of the California Civil Code and Borrower; (ii) any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (ciii) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder hereunder; (iv) any right to require any Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in such Lender ’s power whatsoever; (v) any benefit of and any right to participate in any security now or hereafter held by such Lender; and (vi) 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 Section 359.5 or exonerating guarantors or sureties. (b) Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the California Code existence, creation or incurrence of Civil Procedure; (d) new or additional Guaranteed Obligations. The Administrative Agent may, at its election, foreclose on any requirement Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of marshaling any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other principle accommodation with any obligated party or exercise any other right or remedy available to it against any obligated party, without affecting or impairing in any way the liability of election of remedies and all rights and defenses such Guarantor under this Guaranty except to the extent the Guaranteed Obligations have been fully paid in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of an any such election of remedies by the Beneficiary, even though that election of remediesmay operate, such as non-judicial foreclosure with respect pursuant to the security for a guarantied obligationapplicable law, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure to impair or otherwise; (e) extinguish any right to assert against the Beneficiary any defense (whether legal of reimbursement or equitable) (other than payment), set-off, counterclaim and subrogation or other right that or remedy of any Guarantor may now against any obligated party 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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWsecurity.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require any Guaranteed Party to marshal assets in favor of the Beneficiary Borrower, such Guarantor, any other Loan Party or any other Person, to proceed against the Company Borrower, any other Loan Party or any other ObligorPerson, 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 remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all any defense arising by reason of any lack of corporate or other authority or any other defense of the Borrower, such Guarantor 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 Guarantor or the right of such Guarantor to proceed against the Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and benefits under Section 2809 defenses which are or may become available to each Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing references to the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising are included solely out of an election abundance of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationcaution, and reimbursement against the Company by the operation of Section 580d shall not be construed to mean that any of the above referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require the Beneficiary any Guaranteed Party to marshal assets in favor of any Designated Obligor, any Guarantor, any other Loan Party or any other Person, to proceed against the Company any Designated Obligor, any other Loan Party or any other Obligor, 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 remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all any defense arising by reason of any lack of corporate or other authority or any other defense of any Designated Obligor, any Guarantor 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 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 any Guarantor or the right of any Guarantor to proceed against any Designated Obligor or any other obligor of the Guaranteed Obligations for reimbursement; and (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and benefits under Section 2809 defenses available to the Guarantors by reason of Sections 2787 to 2855, inclusive, of the California Civil Code Code. As provided below, this Guaranty shall be governed by, and any other Applicable Law purporting to reduce a guarantor’s obligations construed in proportion to accordance with, the obligation laws of the principal or providing that the obligation State of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising New York. The foregoing is included solely out of an election abundance of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationcaution, and reimbursement against the Company by the operation of Section 580d shall not be construed to mean that any of the above referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Domestic Subsidiary Guarantor waives: waives (ai) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrowers or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender) of the liability of the Borrowers or any other Obligor first applied to the discharge of the Guarantied Obligations; Loan Party; (bii) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Domestic Subsidiary Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrowers or any other Loan Party; (ciii) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Domestic Subsidiary Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (div) any requirement of marshaling right to proceed against the Borrowers or any other principle Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of election the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender whatsoever; (v) any benefit of remedies and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender; and (vi) to the fullest extent permitted by law, any and all rights other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Domestic Subsidiary Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty, and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any failure Guaranty or of the Beneficiary to comply with Applicable Law in connection with a disposition existence, creation or incurrence of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium new or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied additional Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each To the fullest extent permitted by applicable Law, each Guarantor waives: waives (a) the right to require the Beneficiary to proceed against the Company any defense arising by reason of any disability or other defense of either Borrower or any other ObligorGuarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Secured Party) of the Company or any liability of either Borrower other Obligor first applied to the discharge than indefeasible payment and performance in full of the Guarantied Guaranteed Obligations; , (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; either Borrower, (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder, (d) any requirement of marshaling right to require any Secured Party to proceed against either Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other principle remedy in any Secured Party’s power whatsoever, whether arising pursuant to Chapter 43 of election the Texas Civil Practice and Remedies Code, as amended, Section 17.001 of remedies the Texas Civil Practice and Remedies Code, as amended, Rule 31 of the Texas Rules of Civil Procedure, as amended, or otherwise, (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party and (f) any and all rights other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. To the fullest extent not prohibited by applicable Law, each Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty, and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any failure Guaranty or of the Beneficiary to comply with Applicable Law in connection with a disposition existence, creation or incurrence of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium new or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied additional Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waives: waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of any Borrower or the right to require cessation from any cause whatsoever (including any act or omission of any Lender or the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Administrative Agent) of the Company or liability of any other Obligor first applied to the discharge of the Guarantied Obligations; Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Administrative Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for the Liabilities, or pursue any other principle remedy in the Administrative Agent’s or any ▇▇▇▇▇▇’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all rights 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 Liabilities have been fully performed, and defenses arising out the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full in cash. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationLiabilities, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guarantyguaranty or of the existence, creation or incurrence of new or additional Liabilities. The guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Liabilities or any instrument or agreement evidencing any Liabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each To the fullest extent permitted by Applicable Law, the Guarantor waives: (a) the right to require the Beneficiary Beneficiaries to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the any Beneficiary’s 's power whatsoever, whatsoever and the right to have the property of the Company or any other 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 other Applicable Law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such the Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedurehereunder; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the any Beneficiary, even though that election of remedies, such as non-judicial nonjudicial foreclosure with respect to the security for a guarantied guaranteed obligation, has destroyed such the Guarantor’s 's rights of subrogation, subrogation and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwiseCompany; (e) any right to assert against the any Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any the 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 acceptance A. GUARANTY 5 137 and notice of acceptance of this Guaranty, and all other notices of any kind, including (i) notice of the existence, creation or incurrence of new or additional Obligations, (ii) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (iii) notice of any default by the Company or any other Obligor, (iv) notice that any portion of the Obligations is due and (v) notice of any action against the Company or any other Obligor, or any enforcement of other action with respect to any Collateral, or the assertion of any right of any Beneficiary hereunder; (g) any rights, defenses and other benefits that such the Guarantor may have by reason of any failure of the any 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 the Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) effect and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH THE GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAW; and (i) to the extent not covered under the preceding items, all benefits under articles 1491, 1498, 1499, 1500, 1502, 1503 and 1504 of the Brazilian Civil Code, under articles 261 and 262 of the Brazilian Commercial Code and under article 595 of the Brazilian Civil Procedure Code.

Certain Waivers. Each The Guarantor waives:waives and agrees not to assert: --------------- (ai) the any right to require the Beneficiary Agent or any Bank to marshal assets in favor of the Company, the Guarantor, any other guarantor or any other Person, to proceed against the Company, any other guarantor 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 (S)9504 of the California UCC (or any equivalent provision of any other applicable law) or to pursue any other right, remedy, power or privilege of the Agent or any Bank 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 lack of corporate or other authority or any other defense of the Company, the Guarantor or any other Person; (iv) any defense based upon the Agent's or any Bank'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 the Company or any other Obligorobligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to proceed against the fullest extent permitted by law, any defenses or exhaust benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other Obligor first applied all benefits that otherwise might be available to the discharge of the Guarantied Obligations; (b) all rights and benefits Guarantor under Section 2809 of the California Civil Code (S)(S)1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder 3433 and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any right to assert against the Beneficiary any defense (whether legal or equitable) (other than payment)S)(S)580a, set-off580b, counterclaim 580d 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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW726.

Certain Waivers. Each Guarantor waivesThe Pledgor waives and agrees not to assert: (ai) the any right to require the Beneficiary Guarantied Party to marshal assets in favor of the Borrower, the Pledgor, any other Pledgor or any other Person, to proceed against the Company Borrower, any other Pledgor or any other ObligorPerson, 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 comply with any other provisions of Section 9-504 of the California UCC (or any equivalent provision of any other applicable law) or to pursue any other remedy in the Beneficiary’s right, remedy, power whatsoever, and the right to have the property of the Company or any other Obligor first applied to the discharge privilege of the Guarantied Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Secured Obligations; (biii) any defense arising by reason of any lack of corporate or other authority or any other defense of the Borrower, the Pledgor or any other Person; (iv) any defense based upon the Guarantied Party's errors or omissions in the administration of the Secured 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 Pledgor or the right of the Pledgor to proceed against the Borrower or any other obligor of the Secured Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating Pledgors or sureties, or which may conflict with the terms of this Agreement, including any and all benefits that otherwise might be available to the Pledgor under California Civil Code Sections 1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726. Accordingly, the Pledgor waives all rights and benefits under Section 2809 defenses that the Pledgor may have because the Borrower's debt is secured by real property. This means, among other things: (A) the Guarantied Party may collect from the Pledgor without first foreclosing on any real or personal property Collateral pledged by the Borrower; and (B) if the Guarantied Party forecloses on any real property Collateral pledged by the Borrower: (1) the amount of the California Civil Code debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c2) the benefit Guarantied Party may collect from the Pledgor even if the Guarantied Party, by foreclosing on the real property Collateral, has destroyed any right the Pledgor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any statute rights and defenses the Pledgor may have because the Borrower's debt is secured by real property. These rights and defenses include, but are not limited to, any rights of limitations affecting the Guarantied Obligations defenses based upon Section 580a, 580b, 580d or such Guarantor’s liability hereunder and of Section 359.5 726 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require the Beneficiary Lender to marshal assets in favor of the Borrower, such Guarantor, any other Loan Party or any other Person, to proceed against the Company Borrower, any other Loan Party or any other ObligorPerson, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s right, remedy, power whatsoever, and the right to have the property or privilege of the Company or any other Obligor first applied to Lender whatsoever; (ii) the discharge defense of the Guarantied statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; (biii) all rights and benefits under Section 2809 any defense arising by reason of any lack of corporate or other authority or any other defense of the California Civil Code and Borrower, such Guarantor or any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principalPerson; (civ) any defense based upon the benefit of any statute of limitations affecting Lender’s errors or omissions in the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 administration of the California Code of Civil ProcedureGuaranteed Obligations; (dv) any requirement of marshaling or rights to set-offs and counterclaims; (vi) any other principle of election of remedies and all rights and defenses arising out of defense based upon an election of remedies by which destroys or impairs the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s subrogation rights of subrogation, and reimbursement such Guarantor or the right of such Guarantor to proceed against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 Borrower or any other Obligor;obligor of the Guaranteed Obligations for reimbursement; and (fvii) presentmentwithout limiting the generality of the foregoing, demand for payment to the fullest extent permitted by law, any defenses or performance (including diligence in making demands hereunder)benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, notice of dishonor or nonperformance, protest, acceptance and notice of acceptance which may conflict with the terms of this Guaranty, including any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such which are or may become available to each 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS California Civil Code §§2787 TO through 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAW2899 and 3433; provided that this Section 5(a) shall not limit subrogation rights in a manner that is broader than the limitations set forth in Section 6 hereof.

Certain Waivers. Each Guarantor 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) presentment, demand for payment and protest of nonpayment of any of the right to require the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoeverGuaranteed Obligations, and the right to have the property notice of the Company protest, dishonor or any other Obligor first applied to the discharge of the Guarantied Obligationsnonperformance; (b) all rights notice of acceptance of this Agreement and benefits under Section 2809 notice that credit has been extended in reliance on the Credit Support Provider’s guaranty of the California Civil Code 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 Person with respect to any Loan Document or notice of any acceleration of maturity of any Guaranteed Obligations; (d) demand for performance or observance of, and any enforcement of any provision of, the Loan Agreement, any other Applicable Law purporting to reduce a guarantor’s obligations Loan Document or the Guaranteed Obligations or any pursuit or exhaustion of rights or remedies against the Borrower or any other Person in proportion to the obligation respect of the principal Guaranteed Obligations or providing any requirement of diligence or promptness on the part of the Lender in connection with any of the foregoing; (e) any act or omission on the part of 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 other reimbursement from the Borrower or any other Person, or otherwise operate as a deemed release or discharge; (f) any statute of limitations or any statute or rule of law which provides that the obligation of a surety or guarantor must be neither be larger in amount nor in other respects more burdensome than that the obligation of the principal; (cg) any “single action” or “anti-deficiency” law which would otherwise prevent the benefit Lender from bringing any action, including, without limitation, any claim for a deficiency, against the Credit Support Provider before or after the commencement or completion of any statute foreclosure action, whether judicially, by exercise of limitations affecting the Guarantied Obligations power of sale or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling otherwise, or any other principle of election of remedies and all rights and defenses arising out of an law which would otherwise require any election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 CollateralLender; (h) all defenses that at any time may be available to such Guarantor by virtue sale, lease or transfer of any valuationof the assets of the Borrower to any other Person, stay, moratorium or any other change of status under any law now or hereafter in effectrespect of the Borrower; (i) any failureincrease in principal amount of, omission, delay or lack of diligence on the part extension of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect time for payment of the Guarantied Obligations; orprincipal of or interest on, any Guaranteed Obligation; (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855all demands and notices of every kind with respect to the foregoing; and (k) to the extent not referred to above, INCLUSIVEall defenses (other than payment) which the Borrower may now or hereafter have to the payment of the Guaranteed Obligations, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWtogether 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 other defenses may be available to the Credit Support Provider with respect to the obligations of the Credit Support Provider hereunder in the absence of the waivers contained in this Section 3.

Certain Waivers. Each Guarantor waives: Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable Legal Requirements, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including: (a) any law limiting remedies under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage or deed of trust, and all defenses based on any loss whether as a result of any such sale or otherwise; (b) any right to require the Beneficiary Lender to proceed against the Pledged Company or any other Obligor, Person or to proceed against or exhaust any Collateral security held by Lender at any time or to pursue any other remedy in the BeneficiaryLender’s power whatsoever, and the right to have the property before proceeding against Pledgor; (c) any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor, Pledged Company or any other Obligor first applied Person or the failure of Lender to file or enforce a claim against the discharge of the Guarantied Obligations; estate (b) all rights and benefits under Section 2809 of the California Civil Code and in administration, bankruptcy or any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (cproceeding) the benefit of any statute of limitations affecting the Guarantied Obligations Pledgor, Pledged Company or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; any other Person; (d) any requirement of marshaling right to enforce any remedy that Lender may have against Pledged Company or any other principle of election of remedies Person and all rights any right to participate in any security held by Lender until the Obligations have been paid and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d covenants of the California Code of Civil Procedure or otherwise; Financing Documents have been performed in full; (e) any right to assert against 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 Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any Guarantor may now Financing Agreement or any time hereafter have against of the Financing Documents; (f) any right to assert the bankruptcy or insolvency of Pledged Company or any other Obligor; (fPerson 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 Bankruptcy Law, of the application of Section 1111(b)(2) 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; the Bankruptcy Law; (g) subject to Section 8.9, any rights, defenses and right under any law purporting to reduce Pledgor’s obligations hereunder if the Obligations are reduced other benefits that than as a result of payment of such Guarantor may have by reason of any failure of the Beneficiary to comply with Applicable Law in connection with a disposition of Collateral; Obligations; (h) all defenses that at any time may be available defense based on the repudiation of the Financing Documents by Pledged Company or any other Person, the failure by Lender to such Guarantor by virtue enforce any claim against Pledgor, Pledged Company or any other Person or the unenforceability in whole or in part of any Financing Documents; (i) all suretyship and guarantor’s defenses generally; (j) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, moratorium extension, marshaling of assets, redemption or other law similar law, or exemption, whether now or at any time hereafter in effect; force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by Lender of, this Agreement; (ik) any failuredefense based upon an election of remedies by Lender, omissionincluding an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against Pledged Company or another Person for reimbursement, or both; (l) any defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (m) any defense based on any act, failure to act, delay or lack of diligence omission whatsoever on the part of Pledged Company or any of its Affiliates or the Beneficiary failure by Pledged Company or any of its Affiliates to enforcedo any act or thing or to observe or perform any covenant, assert condition or exercise agreement to be observed or performed by it under the Financing Documents, (n) any rightdefense, power setoff or remedy conferred counterclaim which may at any time be available to or asserted by Pledged Company or any of its Affiliates against Lender or any other Person under the Financing Documents; (o) any duty on the Beneficiary part of Lender to disclose to Pledgor any facts Lender may now or hereafter know about Pledged Company or any of its Affiliates, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume, or have reason to believe that such facts are unknown to Pledgor, or have a reasonable opportunity to communicate such facts to Pledgor; (p) any defense based on any change in respect the time, manner or place of any payment under, or in any other term of, the Financing Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Guarantied ObligationsFinancing Documents; or and (jq) 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 SIMILAR APPLICABLE LAWany defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Law.

Certain Waivers. Each Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Secured Party) of the Company or any other Obligor first applied to the discharge liability of the Guarantied Obligations; Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to proceed against the Borrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other principle remedy in the power of election any Secured Party whatsoever; (e) any benefit 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 rights 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 defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationSecured Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Each Guarantor waives any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor are or may have become available to it by reason of any failure §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the Beneficiary California Civil Code. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to comply with Applicable Law California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in connection with a disposition of Collateral; (h) all any way applicable to this Guaranty or the Secured Obligations. Each Guarantor waives any rights and defenses that at any time are or may be become available to such Guarantor it by virtue reason of any valuation§§ 2787 to 2855, stayinclusive, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part and §§ 2899 and 3433 of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWCalifornia Civil Code.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require any Guaranteed Party to marshal assets in favor of the Beneficiary Borrower, such Guarantor, any other Loan Party or any other Person, to proceed against the Company Borrower, any other Loan Party or any other ObligorPerson, 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 ss.9611 of the California UCC (or any equivalent provision of any other applicable law) or to pursue any other remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations; Exhibit E: Form of Guaranty (iii) any defense arising by reason of any lack of corporate or other authority or any other Obligor first applied to the discharge defense of the Guarantied Borrower, such Guarantor or any other Person; (iv) any defense based upon any Guaranteed Party's errors or omissions in the administration of the Guaranteed Obligations; (bv) 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 Guarantor or the right of such Guarantor to proceed against the Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any and all benefits that otherwise might be available to such Guarantor under California Civil Code (S)(S)1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure (S)(S)580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and benefits under Section 2809 defenses that such Guarantor may have because the Borrower's debt is secured by real property. This means, among other things: (A) the Guaranteed Parties may collect from such Guarantor without first foreclosing on any real or personal property Collateral pledged by the Borrower; and (B) if the Administrative Agent forecloses on any real property Collateral pledged by the Borrower: (1) the amount of the California Civil Code debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c2) the benefit Guaranteed Parties may collect from such Guarantor even if the Administrative Agent, by foreclosing on the real property Collateral, has destroyed any right such Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any statute rights and defenses any Guarantor may have because the Borrower's debt is secured by real property. These rights and defenses include, but are not limited to, any rights of limitations affecting the Guarantied Obligations defenses based upon Section 580a, 580b, 580d or such Guarantor’s liability hereunder and of Section 359.5 726 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waivesagrees not to assert or take advantage of: (a) the any right to require any Beneficiary to institute suit against Seller or exhaust any security held by such Beneficiary before proceeding against Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or the failure of any Beneficiary to file or enforce a claim against the estate (in administration, bankruptcy or any other similar proceeding) of any other person; (c) demand, presentment, protest and notice of any kind, including without limitation notice of the existence, creation or incurring of any new or additional obligation or of any action or non-action on the part of Seller or any Beneficiary (other than a breach by such Beneficiary of any of its obligations under the Purchase Agreement); (d) any defense based upon an election of remedies by any Beneficiary which destroys or otherwise impairs the subrogation rights of Guarantor, the right of Guarantor to proceed against Seller for reimbursement, or both; (e) any duty on the part of any Beneficiary to disclose to Guarantor any facts such Beneficiary may now or hereafter know about Seller, regardless of whether such 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 keeping informed of the financial condition of Seller and of all circumstances bearing on the risk of non-payment of any Obligations hereby guaranteed; (f) any defense arising because of any Beneficiary’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Guarantor hereby unconditionally and irrevocably further waives (i) any right to require any Beneficiary to proceed against the Company Guarantor or any other Obligor, to proceed against person or exhaust any Collateral security now or later held by any Beneficiary or to pursue any other remedy in the Beneficiary’s power whatsoever, and the including any such right to have the property of the Company or any other Obligor first applied to the discharge of the Guarantied Obligations; right set forth in California Civil Code Section 2845 or Section 2850; (bii) all rights and benefits of subrogation, reimbursement, indemnity, contribution, any other rights that may become available to Guarantor under Section 2809 of the California Civil Code Sections 2787–2856, inclusive, all rights to enforce any remedy that any Beneficiary may have against Guarantor or any other person, and all rights to participate in any security held by any Beneficiary for the indebtedness secured hereby, including any such right or any other right set forth in California Civil Code Section 1845, Section 2848, or Section 2849, until the indebtedness secured hereby has been performed in full, and any other Applicable Law purporting defense based on the impairment of any subrogation rights that Guarantor may have; (iii) any defense to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation recovery by any Beneficiary of a surety deficiency after a nonjudicial sale of real or guarantor must neither be larger nor in other respects more burdensome than that personal property, any defense based on the unavailability to any Beneficiary of the principal; (c) the benefit recovery of a deficiency judgment after nonjudicial sale of real or personal property, and any statute of limitations affecting the Guarantied Obligations defense based on or such Guarantor’s liability hereunder and of Section 359.5 of the arising from California Code of Civil Procedure; Procedure Section 580a, Section 580b, Section 580d, or Section 726 (dincluding any fair value limitations under Section 726 of that Code) any requirement of marshaling or based on or arising from Division 9 or any other principle applicable division of election the California Commercial Code; (iv) any defense based on California Civil Code Section 2809; Guarantor hereby unconditionally and irrevocably further waives all rights and defenses that Guarantor may have because Guarantor’s obligations and debt are secured by real property. This means, among other things, that (i) any Beneficiary may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by any person; and (ii) if any Beneficiary forecloses on any real property collateral, then (1) the amount of remedies the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) any Beneficiary may collect from Guarantor even if such Beneficiary, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from any other person. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Guaranteed Obligations are secured by real property. These rights and defenses include any rights or defenses based on California Code of Civil Procedure Sections 580a, 580b, 580d, or 726. Without limiting the foregoing, (i) Guarantor waives all rights and defenses arising out of an election of remedies by the any Beneficiary, even though that election of remedies, such as non-judicial a nonjudicial foreclosure with respect to the security for a guarantied guaranteed obligation, has destroyed such Guarantor’s rights of subrogation, subrogation and reimbursement against the Company principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; ; and (eii) any right Guarantor hereby unconditionally and irrevocably further waives and relinquishes, and agrees not to assert against or take advantage of, all rights, defenses or benefits arising directly or indirectly under 2899 and 3433 of 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 GuarantyCalifornia Civil Code, and all other notices rights and remedies 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 Guarantor by virtue of any valuation, stay, moratorium sureties or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWguarantors under California law.

Certain Waivers. Each Guarantor waives: (awaives to the fullest extent permitted by law(a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Administrative Agent) of the Guarantied Obligations; liability of the Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Administrative Agent to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other principle remedy in the Administrative Agent’s power whatsoever and any defense based upon the doctrine of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent; (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 (g) to the fullest extent permitted by law, any and all rights 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 defenses arising out indefeasibly paid in full in cash. Each Guarantor expressly waives all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantors 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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each Guarantor waives: (a) the right Neither Beneficiary nor any other Person shall be required to require the Beneficiary to proceed take any action of any kind or nature against the Company Obligor or any other ObligorPerson, or resort to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company security held by Beneficiary or any other Obligor first applied Person, at any time before Beneficiary may proceed against Guarantor on this Guaranty. Guarantor hereby expressly waives, relinquishes and releases, in any action brought on, arising out of or relating to the discharge this Guaranty or otherwise: (a)pursuant to California Civil Code Section 2856(a)(1), all of the Guarantied Obligations; Guarantor's rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive, (b) all rights and benefits under Section 2809 of the pursuant to California Civil Code and any other Applicable Law purporting to reduce Section 2856(a)(2), all rights or defenses Guarantor may have in respect of its obligations as a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit by reason of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though if that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, remedies has destroyed such Guarantor’s 's rights of subrogation, subrogation and reimbursement against Beneficiary, (c) pursuant to California Civil Code Section 2856(a)(3), all rights or defenses Guarantor may have because the Company Subject Notes are secured by real property, including, but not limited to, rights or defenses that are based upon, directly or indirectly, the operation application of Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure to one or otherwise; more of the Subject Notes, (c) any claim, right or defense based upon any other action or circumstance which might otherwise constitute a legal or equitable discharge, defense or exoneration of a guarantor or surety, (d) notice of the Obligations now existing or which may hereafter exist or be created, (e) notice of any right to assert against adverse change in the Beneficiary financial condition of any defense (whether legal Obligor 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 of any other Obligor; fact that might increase Guarantor's risk hereunder, and (f) presentment, notice of demand for payment or performance (including diligence in making demands hereunder)performance, or notice of dishonor default or nonpayment or nonperformance, protest, acceptance and notice under the Subject Agreements (or any of acceptance of this Guaranty, and all other notices of any kind; (gthem) 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary otherwise in respect of any of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waives: waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of any Borrower or the right to require cessation from any cause whatsoever (including any act or omission of any Lender or the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Administrative Agent) of the Company or liability of any other Obligor first applied to the discharge of the Guarantied Obligations; Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Administrative Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for the Liabilities, or pursue any other principle remedy in the Administrative Agent’s or any Lender’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all rights 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 Liabilities have been fully performed, and defenses arising out the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full in cash. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationLiabilities, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guarantyguaranty or of the existence, creation or incurrence of new or additional Liabilities. The guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Liabilities or any instrument or agreement evidencing any Liabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each Subsidiary Guarantor waives: (a) the right to require the Beneficiary Beneficiaries to proceed against the Company or any other ObligorSubsidiary Guarantor, to proceed against or exhaust any Collateral or to pursue any other remedy in the any Beneficiary’s power whatsoever, whatsoever and the right to have the property of the Company or any other Obligor Subsidiary Guarantor first applied to the discharge of the Guarantied Company Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law applicable law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Company Obligations or such any Subsidiary Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedurehereunder; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any right to assert against the any Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any Subsidiary Guarantor may now or any time hereafter have against the Company or any other ObligorSubsidiary Guarantor; (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 its Subsidiary Guarantee, and, except to the extent expressly required by this GuarantyIndenture or the Notes, and 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 Subsidiary Guarantor, (iii) notice that any portion of the Company Obligations is due, (iv) notice of any action against the Company or any Subsidiary Guarantor, or the assertion of any right of any Beneficiary hereunder; (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 Subsidiary Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect;; and (ih) any failure, omission, delay or lack of diligence on the part all applicable laws of the Beneficiary to enforceStates of Mississippi, assert or exercise any rightLouisiana, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855Iowa, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWFlorida and Colorado.

Certain Waivers. Each The Guarantor waiveswaives and agrees not to assert: (ai) the any right to require any Guaranteed Party to marshal assets in favor of the Beneficiary Borrowers, the Guarantor, any other Loan Document Party or any other Person, to proceed against the Company any Borrower, any other Loan Document Party or any other ObligorPerson, to proceed against or exhaust any of the Collateral or any other collateral securing the Guaranteed Obligations, 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 California UCC (or any equivalent provision of any other applicable law) or to pursue any other remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, the Guarantor, any other Loan Document Party 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, any other Loan Document Party or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and benefits under Section 2809 defenses available to the Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion and all benefits that otherwise might be available to the obligation Guarantor under California Civil Code §§1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, the Guarantor waives all rights and defenses that the Guarantor may have because any Borrower’s debt is or may be secured by real property. This means, among other things: (A) the Guaranteed Parties may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrowers; and (B) if the Administrative Agent forecloses on any real property collateral pledged by the Borrowers: (1) the amount of the principal or providing debt may be reduced only by the price for which that collateral is sold at the obligation of a surety or guarantor must neither be larger nor in other respects foreclosure sale, even if the collateral is worth more burdensome than that of the principal; sale price, and (c2) the benefit Guaranteed Parties may collect from the Guarantor even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from any Borrower. This is an unconditional and irrevocable waiver of any statute rights and defenses the Guarantor may have because any Borrower’s debt is or may be secured by real property. These rights and defenses include, but are not limited to, any rights of limitations affecting the Guarantied Obligations defenses based upon Section 580a, 580b, 580d or such Guarantor’s liability hereunder and of Section 359.5 726 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Except to the extent expressly required by the provisions of the Loan Documents, Guarantor 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) presentment, demand for payment and protest of nonpayment of any of the right to require the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoeverGuaranteed Obligations, and the right to have the property notice of the Company protest, dishonor or any other Obligor first applied to the discharge of the Guarantied Obligationsnonperformance; (b) all rights notice of acceptance of this Guaranty and benefits under Section 2809 notice that credit has been extended in reliance on Guarantor’s guaranty of the California Civil Code Guaranteed Obligations; (c) notice of any default under the Reimbursement Agreement or of any inability to enforce performance of the obligations of Borrower or of any other Person with respect to any Loan Document or notice of any acceleration of maturity of any Guaranteed Obligations; (d) demand for performance or observance of, and any enforcement of any provision of, the Reimbursement Agreement, any other Applicable Law purporting to reduce a guarantor’s obligations Loan Document or the Guaranteed Obligations or any pursuit or exhaustion of rights or remedies against Borrower or any other Person in proportion to the obligation respect of the principal Guaranteed Obligations or providing any requirement of diligence or promptness on the part of Lender in connection with any of the foregoing; (e) any act or omission on the part of Lender which may impair or prejudice the rights of Guarantor, including, without limitation, rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement from Borrower or any other Person, or otherwise operate as a deemed release or discharge; (f) any statute of limitations or any statute or rule of law which provides that the obligation of a surety or guarantor must be neither be larger in amount nor in other respects more burdensome than that the obligation of the principal; (cg) any “single action” or “anti-deficiency” law which would otherwise prevent Lender from bringing any action, including, without limitation, any claim for a deficiency, against Guarantor before or after the benefit commencement or completion of any statute foreclosure action, whether judicially, by exercise of limitations affecting the Guarantied Obligations power of sale or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling otherwise, or any other principle of election of remedies and all rights and defenses arising out of an law which would otherwise require any election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 CollateralLender; (h) all defenses that at any time may be available to such Guarantor by virtue merger, consolidation or amalgamation of Borrower (if Borrower is not a natural person) into or with any other Person, or any sale, lease or transfer of any valuationof the assets of Borrower to any other Person, stayor any other change of form, moratorium structure, or other status under any law now in respect of Borrower or hereafter any change in effectthe interests in Borrower; (i) any failureincrease in principal amount of, omission, delay or lack of diligence on the part extension of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect time for payment of the Guarantied Obligations; orprincipal of or interest on, any Guaranteed Obligation; (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855all demands and notices of every kind with respect to the foregoing; and (k) to the extent not referred to above, INCLUSIVEall defenses (other than payment) which Borrower may now or hereafter have to the payment of the Guaranteed Obligations, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWtogether with all suretyship defenses, which could otherwise be asserted by Guarantor. Guarantor represents that Guarantor has obtained the advice of counsel as to the extent to which suretyship and other defenses may be available to Guarantor with respect to the obligations of Guarantor hereunder in the absence of the waivers contained in this Section 3.

Certain Waivers. Each The Guarantor waiveswaives and agrees not to assert: (ai) the any right to require any Guaranteed Party to marshal assets in favor of any Designated Borrower, the Beneficiary Guarantor, any other Loan Party or any other Person, to proceed against the Company any Designated Borrower, any other Loan Party or any other ObligorPerson, 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 remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all any defense arising by reason of any lack of corporate or other authority or any other defense of any Designated Borrower, the Guarantor 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 available as the result of any law or regulation of any jurisdiction affecting any term of a Guaranteed Obligation; (vii) 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 obligor of the Guaranteed Obligations for reimbursement; and (viii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and benefits under Section 2809 defenses which are or may become available to the Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433. As provided below, this Guaranty shall be governed by, and construed in accordance with, the law of the State of New York. The foregoing references to the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising are included solely out of an election abundance of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationcaution, and reimbursement against the Company by the operation of Section 580d shall not be construed to mean that any of the above referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower, any other Loan Party or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property guarantor of the Company Guaranteed Obligations or any other Obligor first applied to part thereof, or the discharge cessation from any cause whatsoever (including any act or omission of any Creditor Party) of the Guarantied liability of the Borrower (other than 133 1" = "1" "US 170437103" "" US 170437103 the defense of prior payment and performance in full of the Guaranteed Obligations; ); (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling to proceed against the Borrower or any other principle Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of election any Creditor Party whatsoever; (e) any benefit of remedies and any right to participate in any security now or hereafter held by any Creditor Party; and (f) to the fullest extent permitted by law, any and all rights other defenses (other than the defense of prior payment and defenses arising out performance in full of an election the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable law limiting the liability of remedies by the Beneficiary, even though that election of remedies, such as or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and non-judicial foreclosure 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 security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty, and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any failure Guaranty or of the Beneficiary to comply with Applicable Law in connection with a disposition existence, creation or incurrence of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium new or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied additional Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: (a) the right to require the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other 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 other similar Applicable Law Laws purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of hereunder, including any benefit under Section 359.5 of the California Code of Civil ProcedureProcedure and any similar Applicable Laws; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, subrogation and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwiseany other Obligor; (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 such 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 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 hold a commercially reasonable public or private foreclosure sale or otherwise to comply with Applicable Law Laws in connection with a disposition of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect;, and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE, AND ANY SIMILAR APPLICABLE LAWS; and (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations. BECAUSE THE GUARANTIED OBLIGATIONS OF ANY OTHER OBLIGOR ARE NOW, OR MAY HEREAFTER BE, SECURED BY REAL PROPERTY. THIS MEANS, AMONG OTHER THINGS, THAT: (1) THE BENEFICIARY MAY COLLECT FROM EACH GUARANTOR WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL PLEDGED BY THE COMPANY OR ANY OTHER OBLIGOR; or (j2) ALL IF THE BENEFICIARY FORECLOSES ON ANY REAL PROPERTY COLLATERAL PLEDGED BY THE COMPANY OR ANY OTHER OBLIGOR: (A) THE AMOUNT OF THE DEBT MAY BE REDUCED ONLY BY THE PRICE FOR WHICH THAT COLLATERAL IS SOLD AT THE FORECLOSURE SALE, EVEN IF THE COLLATERAL IS WORTH MORE THAN THE SALE PRICE; (B) THE BENEFICIARY MAY COLLECT FROM THE GUARANTOR EVEN IF THE BENEFICIARY, BY FORECLOSING ON SUCH REAL PROPERTY COLLATERAL, HAS DESTROYED ANY RIGHT THE GUARANTOR MAY HAVE TO COLLECT FROM THE COMPANY OR ANY OTHER OBLIGOR. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES THAT ANY GUARANTOR MAY HAVE BECAUSE THE DEBT OF THE COMPANY OR ANY OTHER OBLIGOR IS NOW, OR HEREAFTER MAY BE, SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF DEFENSES BASED UPON SECTIONS 2787 TO 2855580a, INCLUSIVE580b, AND SECTION 3433 580d, OR 726 OF THE CALIFORNIA CODE OF CIVIL CODE OR PROCEDURE AND ANY SIMILAR APPLICABLE LAWLAWS.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require the Beneficiary Lender to marshal assets in favor of Borrower, Guarantor, any other guarantor or any other Person, to proceed against the Company Borrower, any other guarantor or any other ObligorPerson, 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 comply with any other provisions of Section 9504 of the California UCC (or any equivalent provision of any other applicable law) or to pursue any other remedy in right, remedy, power or privilege of Lender whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all rights and benefits under Section 2809 any defense arising by reason of any lack of corporate or other authority or any other defense of Borrower, Guarantor or any other Person; (iv) any defense based upon Lender’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 Guarantor or the right of Guarantor to proceed against Borrower or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any and all benefits that otherwise might be available to Guarantor under California Civil Code Sections 1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder 3433 and of Section 359.5 of the California Code of Civil Procedure; Procedure Sections 580a, 580b, 580d and 726 (d) any requirement of marshaling or and similar provisions in effect from time to time in any other principle of election of remedies and applicable jurisdiction). Accordingly, Guarantor waives all rights and defenses arising out that Guarantor may have because Borrower’s debt is secured by real property. This means, among other things: (A) Lender may collect from Guarantor without first foreclosing on any real or personal property Collateral pledged by Borrower; and (B) if Lender forecloses on any real property Collateral pledged by Borrower: (1) the amount of an election of remedies the debt may be reduced only by the Beneficiaryprice for which that Collateral is sold at the foreclosure sale, even though that election of remediesif the Collateral is worth more than the sale price, such as non-judicial foreclosure with respect to and (2) Lender may collect from Guarantor even if Lender, by foreclosing on the security for a guarantied obligationreal property Collateral, has destroyed such Guarantorany right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights of subrogationdefenses based upon Sections 580a, and reimbursement against the Company by the operation of Section 580b, 580d or 726 of the California Code of Civil Procedure or otherwise; (e) any right and similar provisions in effect from time 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 in any other Obligor; (f) presentment, demand for payment or performance (including diligence in making demands hereunderapplicable jurisdiction), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: (a) If, in the exercise of any rights and remedies, any holder of Obligations shall forfeit any of its rights or remedies, including its right to require the Beneficiary to proceed enter a deficiency judgment against the Company Borrower or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company Guarantor or any other Obligor first applied Person, whether because of any applicable laws pertaining to "election of remedies" or the like, each Guarantor hereby consents to such action by such holder and, to the discharge maximum extent permitted by applicable law, waives any claim or defense (including any defense based upon the election of remedies under the Guarantied Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and provisions of Section 359.5 580d of the California Code of Civil Procedure; (d) any requirement of marshaling Procedure or any other principle comparable provision of Nevada law) based upon such election of remedies and remedies, even if such action by such holder shall result in a full or partial loss of any rights of subrogation, contribution or indemnification, and/or any right of any Guarantor to proceed against any Person for reimbursement, which such Guarantor might otherwise have had but for such action by such holder or the terms herein. Furthermore, each Guarantor waives all rights and defenses arising out of an election of remedies by the Beneficiaryany holder of Obligations, even though that election of remedies, such as non-judicial a nonjudicial foreclosure with respect to the security for a guarantied obligationany Obligation, has destroyed such Guarantor’s 's rights of subrogation, subrogation and reimbursement against the Company Borrower or any other Guarantor or any other Person by the operation of Section 580d of the California Code of Civil Procedure or any comparable provision of Nevada law or otherwise; (e) . Any election of remedies which results in the denial or impairment of the right of any right holder of Obligations to assert seek a deficiency judgment against the Beneficiary any defense (whether legal Borrower or equitable) (other than payment), set-off, counterclaim and other right that any Guarantor shall not, to the maximum extent permitted by applicable law, impair any other Guarantor's obligation to pay the full amount of the Obligations. In the event any holder of Obligations shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Loan Documents, such holder may now bid all or any time hereafter have less than the amount of the Obligations and the amount of such bid need not be paid by such holder but shall be credited against the Company Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether any holder of Obligations or any other Obligor; (f) presentmentPerson is the successful bidder, demand for payment shall be conclusively deemed to be the fair market value of the property being sold and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Agreement, notwithstanding that any present or performance (including diligence in making demands hereunder), notice future law or court decision or ruling may have the effect of dishonor or nonperformance, protest, acceptance and notice reducing the amount of acceptance any deficiency claim to which any holder of this Guaranty, Obligations might otherwise be entitled if no holder had bid at any such sale. Each Guarantor hereby expressly waives any and all 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 which might otherwise be available to such Guarantor by virtue it under California Civil Code Sections 2809, 2810, 2819, 2820, 2821, 2822, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726 and all comparable provisions of Nevada law. The foregoing waivers are included solely out of an abundance of caution and shall not be construed to mean that any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary referenced provisions of California law are in any way applicable to enforce, assert this Agreement or exercise to any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: waives any right (aexcept as shall be required by applicable statute and cannot be waived) the right to require the Beneficiary Administrative Agent or the Lenders to (i) proceed against the Company Borrower, any other Guarantor, any other guarantor or any other Obligorparty, to (ii) proceed against or exhaust any Collateral security held from the Borrower, any other Guarantor, any other guarantor or to any other party or (iii) pursue any other remedy in the Beneficiary’s Administrative Agent's or the Lenders' power whatsoever, . Each Guarantor waives (except as shall be required by applicable statute and the right to have the property cannot be waived) any defense based on or arising out of any defense of the Company Borrower, any other Guarantor, any other guarantor or any other Obligor first applied to the discharge party other than payment in full of the Guarantied Obligations; (b) all rights and benefits under Section 2809 , including, without limitation, any defense based on or arising out of the California Civil Code and disability of the Borrower, any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or Guarantor, any other guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle party, or the unenforceability of election the Obligations or any part thereof from any cause, or the cessation from any cause of remedies 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 all rights and defenses arising out of an election of remedies other Secured Parties may, at their election, foreclose on any security held by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 Administrative Agent 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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary Secured Party in respect of the Guarantied Obligations; or Secured Obligations by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855to the extent such sale is permitted by applicable law), INCLUSIVEor exercise any other right or remedy the Administrative Agent and the Lenders may have against the Borrower or any other party, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWor any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been paid. Each Guarantor waives any defense arising out of any such election by the Administrative Agent and the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other party or any security.

Certain Waivers. Each Guarantor waives: Holdings and the US Borrower each waives (a) the right to require the Beneficiary to proceed against the Company any defense arising by reason of any disability or other defense of any Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Guaranteed Party) of the Company or liability of any other Obligor first applied to the discharge of the Guarantied Obligations; Borrower; (b) all rights and benefits under Section 2809 of any defense based on any claim that Holdings’ or the California Civil Code and any other Applicable Law purporting to reduce a guarantorUS Borrower’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or the Guarantied Obligations or such GuarantorUS Borrower’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to proceed against any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other principle remedy in the power of election any Guaranteed Party whatsoever; (e) any benefit of remedies and any right to participate in any security now or hereafter held by any Guaranteed Party and (f) to the fullest extent permitted by law, any and all rights other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. Holdings and defenses arising out the US Borrower each expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationObligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Obligations. Each of Holdings and all other notices of the US Borrower waives any kind; (g) any rights, rights and defenses and other benefits that such Guarantor are or may have become available to it by reason of any failure §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the Beneficiary to comply with Applicable Law California Civil Code. As provided below, this Guaranty shall be governed by, and construed in connection with a disposition of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuationaccordance with, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part laws of the Beneficiary State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to enforceCalifornia law are included solely out of an abundance of caution, assert or exercise and shall not be construed to mean that any right, power or remedy conferred on the Beneficiary in respect of the Guarantied above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: CSSE acknowledges and agrees that a CPE Indemnified Person may from time to time waive or excuse breaches or defaults by the JV Entity with respect to any obligations under Section 1.2(c) of this Agreement and refrain from enforcing any or all of its rights or remedies with respect thereto from time to time available to it hereunder; and as a result of any or all of the foregoing, any rights of CSSE in the nature of subrogation or other claims upon or following any exercise by a CPE Indemnified Person of any of its rights or remedies hereunder with respect to Section 1.2(c), may be unavailable to CSSE, or may have been destroyed, or may otherwise be impaired, diminished or curtailed. CSSE expressly waives and agrees not to assert any claim, defense and/or excuse, and expressly waives and agrees not to assert any right or claim of offset, setoff, reduction, modification or exoneration of or against its obligations pursuant to Section 1.2(c), based upon any event or matter described in the preceding sentence, or any other event or matter, whether similar or dissimilar to any of the events or matters described in the preceding sentence, upon which CSSE might otherwise base any such claim, defense, or excuse, or right of offset, setoff, reduction, modification or exoneration. Without limiting the generality of the foregoing, CSSE hereby expressly waives (a) pursuant to Section 2856(a)(1) of the right to require Civil Code of the Beneficiary to proceed against the Company or State of California, all of CSSE’s rights of subrogation, reimbursement, indemnification and contribution and any other Obligorrights and defenses that are or may become available to CSSE by reason of Sections 2787 to 2855, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoeverinclusive, and the right to have the property of the Company or any other Obligor first applied to the discharge Civil Code of the Guarantied Obligations; State of California, (b) all rights and benefits under pursuant to Section 2809 2856(a)(2) of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation State of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and California, all rights and defenses arising out of an any election of remedies by the Beneficiarya CPE Indemnified Person, even though that if any such election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, remedies has destroyed such Guarantoror impaired any right or claim of subrogation and/or reimbursement that might otherwise have been available to CSSE, (c) notice of the acceptance of this Agreement by any Person, (d) notice of any adverse change in the financial condition of the JV Entity or of any other fact that might increase CSSE’s rights of subrogationrisk hereunder, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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, notice of demand for payment or performance (including diligence in making demands hereunder)performance, or notice of dishonor default or nonpayment or nonperformance, protestunder this Agreement or otherwise, acceptance and notice of acceptance of this Guaranty, and all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWobligations of the JV Entity for which CSSE may be liable pursuant to Section 1.2(c).

Certain Waivers. Each Guarantor waives: hereby waives to the maximum extent permitted by Governing Law, for the benefit of the Holders: (a) the any right to require the Beneficiary Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Company Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other ObligorPerson, to (ii) proceed against or exhaust any Collateral security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other Obligor first applied to the discharge of the Guarantied Obligations; Holders whatsoever; (b) all rights and benefits under Section 2809 any defense arising by reason of the California Civil Code and incapacity, lack of authority or any disability or other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation defense of the principal Issuer including, without limitation, any defense based on or providing arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Issuer from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety or guarantor must be neither be larger in amount nor in other respects more burdensome than that of the principal; ; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of Section 359.5 of or the California Code of Civil Procedure; enforcement hereof, (diii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement of marshaling that the Holders protect, secure, perfect or insure any security interest or lien or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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; property subject thereto; (f) presentmentnotices, demand for payment or performance (including diligence in making demands hereunder)demands, notice presentments, protests, notices of protest, notices of dishonor and notices of any action or nonperformanceinaction, protest, acceptance and notice of including acceptance of this Guaranty, and all other notices of default under this Agreement or the Note or any agreement or instrument related thereto, notices [EXECUTION COPY] of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any kind; extension of credit to the Issuer and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (g) any rights, defenses and other or 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 Guarantor derived from or afforded by virtue law which limit the liability of any valuationor exonerate guarantors or sureties, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack which may conflict with the terms of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWthis Guaranty.

Certain Waivers. Each Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Secured Party) of the Company or any other Obligor first applied to the discharge liability of the Guarantied Obligations; Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to proceed against the Borrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other principle remedy in the power of election any Secured Party whatsoever; (e) any benefit 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 rights 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 defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationSecured Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Each Guarantor waives any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor are or may have become available to it by reason of any failure §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the Beneficiary California Civil Code. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to comply with Applicable Law California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in connection with a disposition of Collateral; (h) all any way applicable to this Guaranty or the Secured Obligations. Each Guarantor waives any rights and defenses that at any time are or may be become available to such Guarantor it by virtue reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code, except to the extent of any valuationrights and defenses related to subrogation, staycontribution, moratorium indemnity, reimbursement or other law now or hereafter similar rights, in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWwhich case Sections 10.05 and 10.10 hereof shall govern such rights and defenses.

Certain Waivers. Each Guarantor waives: (a) the right to require the Beneficiary to proceed against the Company The Guarantor waives (i) any defense arising by reason of any disability or other defense of any Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Secured Parties) of the Guarantied Obligations; liability of any Borrower; (bii) all rights and benefits under Section 2809 of any defense based on any claim that the California Civil Code and any other Applicable Law purporting to reduce a guarantorGuarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Borrower; (ciii) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder hereunder; (iv) any right to require any Secured Party to proceed against any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power whatsoever; (v) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Secured Parties; and (vi) 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. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “principal” include each of HIL and Holdings and references to the “creditor” include each Secured Party. In accordance with Section 359.5 2856 of the California Civil Code, the Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; ; and (dii) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiarycreditor, even though that election of remediessuch election, such as non-judicial a nonjudicial foreclosure with respect to the security for a guarantied obligationany Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed such the Guarantor’s rights right of subrogation, subrogation and reimbursement against the Company principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) . No other provision of this Guaranty shall be construed as limiting the generality of any right of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to assert against the Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right mean 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 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 above-referenced provisions of California law are in any way applicable to comply with Applicable Law in connection with a disposition of Collateral; (h) all defenses that at this Guaranty or to any time may be available to such Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waives:: --------------- (a) the right to require the Beneficiary Beneficiaries to proceed against the Company Issuer or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the any Beneficiary’s 's power whatsoever, whatsoever and the right to have the property of the Company Issuer or any other 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 other Applicable Law applicable law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such the Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedurehereunder; (d) any requirement of marshaling marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any right to assert against the any Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any the Guarantor may now or any time hereafter have against the Company Issuer 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 other notices of any kind, including (i) notice of the existence, creation or incurrence of new or additional Obligations, (ii) notice of any action taken or omitted by the Beneficiaries in reliance hereon, (iii) notice of any default by the Issuer or any other Obligor, (iv) notice that any portion of the Obligations is due, and (iv) notice of any action against the Issuer or any other Obligor, or any enforcement of other action with respect to any Collateral, or the assertion of any right of any Beneficiary hereunder; (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 the Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect;; and (ih) any failure, omission, delay or lack of diligence on without limiting the part generality of the Beneficiary to enforceforegoing or any other provision hereof, assert or exercise any rightall rights and benefits under California Civil Code Sections 2810, power or remedy conferred on the Beneficiary in respect 2819, 2839, 2845, 2848, 2849, 2850, 2899, and 3433 and comparable provisions of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWother applicable law.

Certain Waivers. Each Guarantor waives: waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other ObligorGuarantors, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Secured Parties) of the Guarantied Obligations; liability of the Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Secured Parties to proceed against the Borrower, proceed against or exhaust any security for the Secured Obligations, or pursue any other principle remedy in the Secured Parties’ power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Secured Parties; (f) any fact or circumstance related to the Secured Obligations which might otherwise constitute a defense to the obligations of such Guarantors under this Guaranty and (g) any and all rights 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 Secured Obligations have been fully performed and defenses arising out indefeasibly paid in full in cash. Each of an election the Guarantors expressly waives all presentments, demands for payment or performance, notices of remedies by the Beneficiarynonpayment or nonperformance, even though that election protests, notices of remediesprotest, such as non-judicial foreclosure notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationSecured Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any failure each of the Beneficiary to comply with Applicable Law in connection with a disposition of Collateral; (h) all Guarantors hereby irrevocably waives any defenses that at any time it may be available to such Guarantor by virtue of any valuation, stay, moratorium or other law now have or hereafter acquire in effect; (i) any failure, omission, delay way relating to any or lack of diligence on the part all of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require the Beneficiary any Guaranteed Party to marshal assets in favor of any Borrower, such Guarantor, any other Loan Document Party or any other Person, to proceed against the Company any Borrower, any other Loan Document Party or any other ObligorPerson, to proceed against or exhaust any of the Collateral or any other collateral securing the Guaranteed Obligations, 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 California UCC (or any equivalent provision of any other applicable law) or to pursue any other remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Guarantor, any other Loan Document Party 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 Guarantor or the right of such Guarantor to proceed against any Borrower, any other Loan Document Party or any other obligor of the Guaranteed Obligations for reimbursement; and (vii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and benefits under Section 2809 defenses available to the Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code and any and all benefits that otherwise might be available to such Guarantor under California Civil Code §§1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure §§580a, 580b, 580d and 726. Accordingly, each Guarantor waives all rights and defenses that such Guarantor may have because any Borrower’s debt may be secured by real property. This means, among other Applicable Law purporting to reduce a guarantor’s obligations in proportion to things: (A) the obligation Guaranteed Parties may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrowers; and (B) if the Administrative Agent forecloses on any real property collateral pledged by the Borrowers: (1) the amount of the principal or providing debt may be reduced only by the price for which that collateral is sold at the obligation of a surety or guarantor must neither be larger nor in other respects foreclosure sale, even if such collateral is worth more burdensome than that of the principal; sale price, and (c2) the benefit Guaranteed Parties may collect from such Guarantor even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right such Guarantor may have to collect from any Borrower. This is an unconditional and irrevocable waiver of any statute rights and defenses any Guarantor may have because any Borrower’s debt is or may be secured by real property. These rights and defenses include, but are not limited to, any rights of limitations affecting the Guarantied Obligations defenses based upon Section 580a, 580b, 580d or such Guarantor’s liability hereunder and of Section 359.5 726 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: hereby waives to the --------------- maximum extent permitted by Governing Law, for the benefit of the Holders: (a) the any right to require the Beneficiary Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Company Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other ObligorPerson, to (ii) proceed against or exhaust any Collateral security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other Obligor first applied to the discharge of the Guarantied Obligations; Holders whatsoever; (b) all rights and benefits under Section 2809 any defense arising by reason of the California Civil Code and incapacity, lack of authority or any disability or other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation defense of the principal Issuer including, without limitation, any defense based on or providing arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Issuer from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety or guarantor must be neither be larger in amount nor in other respects more burdensome than that of the principal; ; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior EXECUTION VERSION which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of Section 359.5 of or the California Code of Civil Procedure; enforcement hereof, (diii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement of marshaling that the Holders protect, secure, perfect or insure any security interest or lien or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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; property subject thereto; (f) presentmentnotices, demand for payment or performance (including diligence in making demands hereunder)demands, notice presentments, protests, notices of protest, notices of dishonor and notices of any action or nonperformanceinaction, protest, acceptance and notice of including acceptance of this Guaranty, and all other notices of default under this Agreement or the Note or any agreement or instrument related thereto, notices of any kind; renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Issuer and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (g) any rights, defenses and other or 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 Guarantor derived from or afforded by virtue law which limit the liability of any valuationor exonerate guarantors or sureties, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack which may conflict with the terms of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWthis Guaranty.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require the Beneficiary any Guaranteed Party to marshal assets in favor of any Obligor, any Guarantor, any other Loan Party or any other Person, to proceed against the Company any Obligor, any other Loan Party or any other Obligor, 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 remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all any defense arising by reason of any lack of corporate or other authority or any other defense of any Obligor, any Guarantor 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 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 any Guarantor or the right of any Guarantor to proceed against any Obligor or any other obligor of the Guaranteed Obligations for reimbursement; and (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and benefits under Section 2809 defenses available to the Guarantors by reason of Sections 2787 to 2855, inclusive, of the California Civil Code Code. As provided below, this Guaranty shall be governed by, and any other Applicable Law purporting to reduce a guarantor’s obligations construed in proportion to accordance with, the obligation laws of the principal or providing that the obligation State of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising New York. The foregoing is included solely out of an election abundance of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationcaution, and reimbursement against the Company by the operation of Section 580d shall not be construed to mean that any of the above referenced provisions of California Code of Civil Procedure law are in any way applicable to this Guaranty or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: (a) the right to require the Beneficiary to proceed against the Company Each Guarantor waives (i) any defense arising by reason of any disability or other defense of any Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Secured Parties) of the Guarantied Obligations; liability of any Borrower; (bii) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Borrower; (ciii) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder hereunder; (iv) any right to require any Secured Party to proceed against any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power whatsoever; (v) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by the Secured Parties; and (vi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. For purposes of this paragraph only, references to the “principal” include each of HIL and Holdings and references to the “creditor” include each Secured Party. In accordance with Section 359.5 2856 of the California Civil Code, each Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to such Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, to any other Guarantor or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in any case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; ; and (dii) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiarycreditor, even though that election of remediessuch election, such as non-judicial a nonjudicial foreclosure with respect to the security for a guarantied obligationany Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed such Guarantor’s rights right of subrogation, subrogation and reimbursement against the Company principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) . No other provision of this Guaranty shall be construed as limiting the generality of any right of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to assert against the Beneficiary any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right mean 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 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 above-referenced provisions of California law are in any way applicable to comply with Applicable Law in connection with a disposition of Collateral; (h) all defenses that at this Guaranty or to any time may be available to such Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Subsidiary Guarantor 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 the Beneficiary any Lender Party to (i) proceed against the Company Company, any other Subsidiary Guarantor or any other Obligorparty, to (ii) proceed against or exhaust any Collateral security held from the Company, any other Subsidiary Guarantor or to any other party or (iii) pursue any other remedy in the Beneficiaryany Lender Party’s power whatsoever. Each Subsidiary Guarantor waives any defense based on or arising out of any defense of the Company, and any other Subsidiary Guarantor or any other party, other than payment in full of the right to have Liabilities, based on or arising out of the property disability of the Company, any other Subsidiary 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 of the liability of the Company other than payment in full of the Liabilities. Each Subsidiary Guarantor agrees that the Lender Parties may, at their election, foreclose on any security held by the Administrative Agent or any other Obligor first applied Lender Party by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the discharge of the Guarantied Obligations; (b) all rights and benefits under Section 2809 of the California Civil Code and extent such sale is permitted by applicable law), or exercise any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to right or remedy the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 Lender Parties may now or any time hereafter have against the Company or any other Obligor; (f) presentmentparty, demand for payment or performance (including diligence any security, without affecting or impairing in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all other notices any way the liability of any kind; (g) of the undersigned hereunder except to the extent the Liabilities have been paid. Each Subsidiary Guarantor waives any rights, defenses and other benefits that such Guarantor may have by reason defense arising out of any failure such election by the Lender Parties, even though such election operates to impair or extinguish any right 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 Guarantor by virtue of any valuation, stay, moratorium reimbursement or subrogation or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power right or remedy conferred on of such undersigned against the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWCompany or any other party or any security.

Certain Waivers. Each Guarantor waives: (a) the right to require the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s 's power whatsoever, and the right to have the property of the Company or any other 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 other Applicable Law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s 's rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: waives (a) the right to require the Beneficiary to proceed against the Company any defense arising by reason of any disability or other defense of Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of Administrative Agent) of the Company or any other Obligor first applied to the discharge liability of the Guarantied Obligations; Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require Administrative Agent to proceed against Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other principle remedy in Administrative Agent’s power whatsoever; (e) any benefit of election and any right to participate in any security now or hereafter held by Administrative Agent; (f) any bankruptcy or insolvency of remedies the Borrower; (g) any change in ownership of the Borrower; (h) any defense based on any act or failure to act of Administrative Agent referred to in Section 3; and (i) to the fullest extent permitted by law, any and all rights other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties including any defenses based on suretyship or impairment of collateral. Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty, and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any failure Guaranty or of the Beneficiary to comply with Applicable Law in connection with a disposition existence, creation or incurrence of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium new or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied additional Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Borrower Guarantor waives: waives (a) the right to require the Beneficiary to proceed against the Company any defense arising by reason of any disability or other defense of any other Borrower, any other Loan Party or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any Creditor Party other remedy in the Beneficiary’s power whatsoeverthan bad faith, and the right to have the property gross negligence or willful misconduct of such Creditor Party) of the Company or liability of any Borrower (other Obligor first applied to than the discharge defense of prior payment in full of the Guarantied Obligations; ); (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that any such Borrower Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Borrower Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to proceed against any Borrower or any other principle Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of election any Creditor Party whatsoever until all of remedies the Obligations and any amounts payable under this Borrower Guaranty have been paid and performed in full and the Commitments and the Facilities are terminated; (e) any benefit of and any right to participate in any security now or hereafter held by any Creditor Party until all of the Obligations and any amounts payable under this Borrower Guaranty have been paid and performed in full and the Commitments and the Facilities are terminated; and (f) to the fullest extent permitted by Law, any and all rights other defenses (other than the defense of prior payment in full of the Obligations) 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 of payment in full of the Obligations. Each Borrower Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationObligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyBorrower Guaranty or of the existence, creation or incurrence of new or additional Obligations. Subject to the terms of the Mortgage Modifications, the Administrative Agent and all other notices the Lenders may, at their election, foreclose on any security held for the Obligations by one or more judicial or nonjudicial sales, accept an assignment of any kind; (g) such security in lieu of foreclosure, compromise or adjust 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforceObligations, assert make any other accommodation with any Borrower or any other Person or exercise any right, power other right or remedy conferred on available to them against any Borrower or any other Person, without affecting or impairing in any way the Beneficiary in respect liability of the Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS 2787 TO 2855Borrower Guarantors hereunder except to the extent the Obligations have been fully and finally paid in cash. To the fullest extent permitted by Applicable Law, INCLUSIVEthe Borrower Guarantors waive any defense arising out of any such election even though such election operates, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAWpursuant to Applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Borrower Guarantors against any Borrower or any other Person, as the case may be, or any security.

Certain Waivers. Each Guarantor waives:: --------------- (a) the right to require the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s 's power whatsoever, and the right to have the property of the Company or any other 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 other Applicable Law Laws purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of under Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s 's rights of subrogation, subrogation and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwiseCompany; (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 other notices of any kind; (g) any rights, defenses and other benefits that such any Guarantor may have by reason of any failure of the Beneficiary to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with Applicable Law Laws in connection with a disposition of Collateral; (h) all defenses that at any time may be available to such any Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect;, and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO 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) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: hereby waives to the maximum extent permitted by applicable law, for the benefit of the Holders: (a) the any right to require the Beneficiary Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Company Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other ObligorPerson, to (ii) proceed against or exhaust have resort to any Collateral balance of any deposit account or to credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iii) pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other Obligor first applied to the discharge of the Guarantied Obligations; Holders whatsoever; (b) all rights and benefits under Section 2809 any defense arising by reason of the California Civil Code and incapacity, lack of authority or any disability or other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation defense of the principal Issuer including, without limitation, any defense based on or providing arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Issuer from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety or guarantor must be neither be larger in amount nor in other respects more burdensome than that of the principal;; (d) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (ci) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder or the enforcement hereof, and of Section 359.5 of the California Code of Civil Procedure; (diii) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any right to assert against the Beneficiary any defense (whether legal or equitable) (other than payment), set-offoffs, counterclaim recoupments and other right that any Guarantor may now or any time hereafter have against the Company or any other Obligor; counterclaims; (f) presentmentnotices, demand for payment or performance (including diligence in making demands hereunder)demands, notice presentments, protests, notices of protest, notices of dishonor and notices of any action or nonperformanceinaction, protest, acceptance and notice of including acceptance of this Guaranty, and all other notices of default under this Agreement or the Subordinated Notes or any agreement or instrument related thereto, notices of any kind; renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Issuer and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (g) any rights, defenses and other or 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 Guarantor derived from or afforded by virtue law which limit the liability of any valuationor exonerate guarantors or sureties, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack which may conflict with the terms of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWthis Guaranty.

Certain Waivers. Each Guarantor waiveswaives and agrees not to assert: (ai) the any right to require any Guaranteed Party to marshal assets in favor of the Beneficiary Borrower, such Guarantor, any other Loan Party or any other Person, to proceed against the Company Borrower, any other Loan Party or any other ObligorPerson, 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 California UCC (or any equivalent provision of any other applicable law) or to pursue any other remedy in right, remedy, power or privilege of any Guaranteed Party whatsoever; (ii) the Beneficiary’s power whatsoever, and the right to have the property defense of the Company statute of limitations in any action hereunder or any other Obligor first applied to for the discharge collection or performance of the Guarantied Guaranteed Obligations; (biii) all rights and benefits under Section 2809 any defense arising by reason of any lack of corporate or other authority or any other defense of the California Civil Code and Borrower, such Guarantor or any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principalPerson; (civ) any defense based upon any Guaranteed Party’s errors or omissions in the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 administration of the California Code of Civil ProcedureGuaranteed Obligations; (dv) any requirement of marshaling or rights to set-offs and counterclaims; (vi) any other principle of election of remedies and all rights and defenses arising out of defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s subrogation rights of subrogation, and reimbursement such Guarantor or the right of such Guarantor to proceed against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 Borrower or any other Obligor;obligor of the Guaranteed Obligations for reimbursement; and (fvii) presentmentwithout limiting the generality of the foregoing, demand for payment to the fullest extent permitted by law, any defenses or performance (including diligence in making demands hereunder)benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, notice of dishonor or nonperformance, protest, acceptance and notice of acceptance which may conflict with the terms of this Guaranty, including any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such which are or may become available to each 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH GUARANTOR BY REASON OF SECTIONS California Civil Code §§2787 TO through 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAW2899 and 3433.

Certain Waivers. Each The Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company Administrative Agent or any other Obligor first applied to the discharge Secured Party) of the Guarantied liability of the Borrower other than payment in full of the Guaranteed Obligations; ; (b) all rights and benefits under Section 2809 of any defense based on any claim that the California Civil Code and any other Applicable Law purporting to reduce a guarantorGuarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Administrative Agent’s or any other Secured Party’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent 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 limiting the liability of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. In accordance with Section 359.5 2856 of the California Civil Code the Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including any and all rights or defenses the Guarantor may have because the Obligations are secured by real property or by reason of protection afforded to the Guarantor with respect to any of the Obligations pursuant to the antideficiency or other laws of the State of California limiting or discharging a principal’s indebtedness or a guarantor’s obligations, including Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure; . Consequently, among other things: (d1) the Secured Parties may collect from the Guarantor without first foreclosing on any requirement real or personal property collateral pledged by the Guarantor; and (2) if the Secured Parties foreclose on any real property collateral pledged by the Guarantor: (x) the amount of marshaling or the Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (y) the Secured Parties may collect from the Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any other principle right the Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of election of remedies any rights and defenses the Guarantor may have because the Obligations are secured by real property. The Guarantor also waives all rights and defenses arising out of an election of remedies by the BeneficiarySecured Parties, even though that election of remedies, such as non-judicial a nonjudicial foreclosure with respect to the security for a guarantied obligationan Obligation, has destroyed such the Guarantor’s rights of subrogation, subrogation and reimbursement against the Company Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any right ; and even though that election of remedies by the Secured Parties, such as nonjudicial foreclosure with respect to assert security for an obligation of the Guarantor, has destroyed the Borrower’s rights of contribution against the Beneficiary any defense (whether legal or equitable) (other than payment)Guarantor. As provided below, set-offthis Guaranty shall be governed by, counterclaim and other right construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any 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 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 above referenced provisions of California law are in any way applicable to comply with Applicable Law in connection with a disposition of Collateral; (h) all defenses that at any time may be available to such Guarantor by virtue of any valuation, stay, moratorium this Guaranty or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Guaranteed Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company or any other Obligor first applied to the discharge Lender) of the Guarantied Obligations; liability of the Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing defense based on any claim that the obligation of a surety Guarantor's obligations exceed or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Lender to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other principle remedy in the Lender 's power whatsoever; (e) any benefit of election of remedies and any right to participate in any security now or hereafter held by the Lender; and (f) to the fullest extent permitted by law, any and all rights 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 defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations, including but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, ss.17.001 of the Texas Civil Practice and Remedies Code, and all other notices Rule 31 of the Texas Rules of Civil Procedure, or any similar statute. The failure to give notice of the occurrence of any kind; (g) any rightsof the events or actions referred to herein, defenses and other benefits that such Guarantor may have by reason notice of any failure Default or Event of Default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the 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 Guarantor by virtue Guaranteed Obligations, notice of any valuationsale or foreclosure of any collateral for the Guaranteed Obligations, staynotice of any transfer of the Guaranteed Obligations, moratorium notice of the financial condition of or other law now circumstances regarding the Borrower, any Guarantor, or hereafter any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations (and the parties intend that no Guarantor shall be considered a "Debtor" as defined in effect; (i) any failure, omission, delay or lack of diligence on the part Section 9.102 of the Beneficiary Texas Business and Commerce Code for the purpose of notices required to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWbe given to a Debtor under such code).

Certain Waivers. Each Secured Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Secured Party) of the Company liability of the Borrower or any other Obligor first applied to the discharge of the Guarantied Obligations; Loan Party; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Secured Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Secured Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to proceed against the Borrower or any other principle Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of election any Secured Party whatsoever; (e) any benefit 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 rights other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties, in each case, except for the defense of payment of the Obligations in full and defenses arising out the occurrence of an election the Facility Termination Date. Each Secured Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of remedies by the Beneficiarynonpayment or nonperformance, even though that election protests, notices of remediesprotest, such as non-judicial foreclosure notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationSecured Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Each Secured Guarantor waives any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor are or may have become available to it by reason of any failure §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWCalifornia Civil Code.

Certain Waivers. Each Secured Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrowers or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue omission of any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Secured Party) of the Company liability of the Borrowers or any other Obligor first applied to the discharge of the Guarantied Obligations; Loan Party; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Secured Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Secured Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to proceed against the Borrowers or any other principle Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of election any Secured Party whatsoever; (e) any benefit 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 rights other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties, in each case, except for the defense of payment of the Obligations in full and defenses arising out the occurrence of an election the Facility Termination Date. Each Secured Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of remedies by the Beneficiarynonpayment or nonperformance, even though that election protests, notices of remediesprotest, such as non-judicial foreclosure notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationSecured Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this GuarantyGuaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Each Secured Guarantor waives any rights and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor are or may have become available to it by reason of any failure §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWCalifornia Civil Code.

Certain Waivers. Each Guarantor waives: waives (a) the right to require the Beneficiary to proceed against the Company any defense arising by reason of any disability or other defense of any Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of the Company Agent, Collateral Agent, Documentation Agent, or any other Obligor first applied to the discharge Lender) of the Guarantied Obligations; liability of any Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantor’s defense based on any claim that such Guarantors’ obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s Guarantors’ liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Agent, Collateral Agent, Documentation Agent, or any Lender to proceed against any Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other principle remedy in the Agent’s, Collateral Agent’s, Documentation Agent’s, or any Lender’s power whatsoever; (e) any benefit of election of remedies and any right to participate in any security now or hereafter held by Agent, Collateral Agent, Documentation Agent, or any Lender; and (f) to the fullest extent permitted by law, any and all rights 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 defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationGuaranteed Obligations, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guaranty, and all other notices of any kind; (g) any rights, defenses and other benefits that such Guarantor may have by reason of any failure Guaranty or of the Beneficiary to comply with Applicable Law in connection with a disposition existence, creation or incurrence of Collateral; (h) all new or additional Guaranteed Obligations. Each Guarantor waives any rights and defenses that at any time are or may be become available to such Guarantor by virtue reason of any valuationSections 2787 to 2855, stayinclusive, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part 2899 and 3433 of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWCalifornia Civil Code.

Certain Waivers. Each In connection with this Guaranty, the Guarantor waives: (a) the right to require the Beneficiary Beneficiaries to proceed against the Company a Buyer or any other Obligor, to proceed against or exhaust any Collateral Obligor or to pursue any other remedy in the Beneficiary’s power whatsoever, whatsoever and the right to have the property of the Company a Buyer or any other 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 other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such the Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedurehereunder; (d) any requirement of marshaling marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial nonjudicial foreclosure with respect to the security for a guarantied guaranteed obligation, has destroyed such the Guarantor’s rights of subrogation, subrogation and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwiseBuyers; (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 the Guarantor may now or any time hereafter have against the Company a Buyer 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 other notices of any kind;; and (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 the Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay effect and ALL rights and defenses that are or lack may become available to THE GUARANTOR by reason of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each Guarantor waives: The Guarantors waive: (a) the right to require the Beneficiary Seller to proceed against the Company Buyer or any other Obligorobligor, to proceed against or exhaust any Collateral collateral or to pursue any other remedy in the BeneficiarySeller’s power whatsoever, whatsoever and the right to have the property of the Company Buyer or any other Obligor obligor first applied to the discharge of the Guarantied Guaranteed Obligations; ; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law applicable law purporting to reduce a guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; ; (c) the benefit of any statute of limitations affecting the Guarantied Guaranteed Obligations or such Guarantor’s the Guarantors’ liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the BeneficiarySeller, even though that election of remedies, such as non-judicial nonjudicial foreclosure with respect to the security for a guarantied guaranteed obligation, has destroyed such the Guarantor’s rights of subrogation, subrogation and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; Buyer; (e) any right to assert against the Beneficiary Seller any defense (whether legal or equitable) (other than payment), set-off, counterclaim and other right that any Guarantor the Guarantors may now or at any time hereafter have against the Company Buyer or any other Obligor; 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; , including (i) notice of the existence, creation or incurrence of new or additional Guaranteed Obligations, (ii) notice of any action taken or omitted by the Seller in reliance hereon, (iii) notice of any default by any obligor, (iv) notice that any portion of the Guaranteed Obligations is due, (iv) notice of any action against any obligor, or any enforcement of other action with respect to any collateral, or the assertion of any right of the Seller hereunder; (g) any rights, defenses and other benefits that such Guarantor the Guarantors may have by reason of any failure of the Beneficiary Seller to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with Applicable Law applicable law in connection with a disposition of Collateral; collateral; and (h) all defenses that at any time may be available to such Guarantor the Guarantors by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) effect and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO SUCH THE GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR SIMILAR APPLICABLE LAW. For the avoidance of doubt, nothing herein shall obligate the Guarantors to make any payment which is illegal for the Guarantors to have made under any law, regulation or order now or hereafter in effect in any jurisdiction applicable to the Guarantors. Notwithstanding anything herein to the contrary, nothing herein shall restrict the Guarantors’ right to contest whether the termination fee is due under the terms of the SPA.

Certain Waivers. Each Subsidiary Guarantor waives: (a) the right to require the Beneficiary Beneficiaries to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral Obligor or to pursue any other remedy in the any Beneficiary’s 's power whatsoever, whatsoever and the right to have the property of the Company or any other 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 other Applicable Law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Subsidiary Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedurehereunder; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any right to assert against the any Beneficiary any defense (whether 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 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 GuarantySubsidiary Guarantee, and and, except to the extent expressly required by 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 Collateral or the assertion of any right of any Beneficiary hereunder; and (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 any Subsidiary Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.

Certain Waivers. Each The Guarantor waives: waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of any Borrower, or the right to require cessation from any cause whatsoever (including any act or omission of any Lender or the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property Administrative Agent) of the Company or liability of any other Obligor first applied to the discharge of the Guarantied Obligations; Borrower; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; any Borrower; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to require the Administrative Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for the Liabilities, or pursue any other principle remedy in the Administrative Agent’s or any ▇▇▇▇▇▇’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Agreement; and (g) to the fullest extent permitted by law, any and all rights 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 Liabilities have been fully performed, and defenses arising out the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full in cash. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationLiabilities, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 all notices of acceptance of this Guarantyguaranty or of the existence, creation or incurrence of new or additional Liabilities. The guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Liabilities or any 47 instrument or agreement evidencing any Liabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWforegoing.

Certain Waivers. Each Guarantor waives: hereby waives to the maximum extent permitted by Governing Law, for the benefit of the Holders: (a) the any right to require the Beneficiary Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Company Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other ObligorPerson, to (ii) proceed against or exhaust any Collateral security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property of the Company or any other Obligor first applied to the discharge of the Guarantied Obligations; Holders whatsoever; (b) all rights and benefits under Section 2809 any defense arising by reason of the California Civil Code and incapacity, lack of authority or any disability or other Applicable Law purporting to reduce a guarantor’s obligations in proportion to the obligation defense of the principal Issuer including, without limitation, any defense based on or providing arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Issuer from any cause other than payment in full of the Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety or guarantor must be neither be larger in amount nor in other respects more burdensome than that of the principal;; (d) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (ci) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of Section 359.5 of or the California Code of Civil Procedure; enforcement hereof, (diii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement of marshaling that the Holders protect, secure, perfect or insure any security interest or lien or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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; property subject thereto; (f) presentmentnotices, demand for payment or performance (including diligence in making demands hereunder)demands, notice presentments, protests, notices of protest, notices of dishonor and notices of any action or nonperformanceinaction, protest, acceptance and notice of including acceptance of this Guaranty, and all other notices of default under this Agreement or the Notes or any agreement or instrument related thereto, notices of any kind; renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the Issuer and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (g) any rights, defenses and other or 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 Guarantor derived from or afforded by virtue law which limit the liability of any valuationor exonerate guarantors or sureties, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack which may conflict with the terms of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWthis Guaranty.

Certain Waivers. Each Guarantor waives: waives (a) any defense arising by reason of any disability or other defense of the right to require the Beneficiary to proceed against the Company Borrower or any other Obligorguarantor, to proceed against or exhaust the cessation from any Collateral cause whatsoever (including any act or to pursue any other remedy in the Beneficiary’s power whatsoever, and the right to have the property omission of Agent or Lenders) of the Company liability of the Borrower or any other Obligor first applied to the discharge of the Guarantied Obligations; guarantor; (b) all rights and benefits under Section 2809 of the California Civil Code and any other Applicable Law purporting to reduce a guarantordefense based on any claim that such Guarantor’s obligations in proportion to the obligation of the principal exceed or providing that the obligation of a surety or guarantor must neither be larger nor in other respects are more burdensome than that those of the principal; Borrower or any other guarantor; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such any Guarantor’s liability hereunder and of Section 359.5 of the California Code of Civil Procedure; hereunder; (d) any requirement of marshaling right to proceed against Borrower or any other principle guarantor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of election Agent whatsoever; (e) any benefit of remedies and any right to participate in any security now or hereafter held by any Agent; and (f) to the fullest extent permitted by law, any and all rights other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, including without limitation by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. Each Guarantor expressly waives all setoffs and defenses arising out counterclaims and all presentments, demands for payment or performance, notices of an election nonpayment or nonperformance, protests, notices of remedies by the Beneficiaryprotest, even though that election notices of remedies, such as non-judicial foreclosure dishonor and all other notices or demands of any kind or nature whatsoever with respect to the security for a guarantied obligation, has destroyed such Guarantor’s rights of subrogationObligations, and reimbursement against all notices of acceptance of this Guaranty or of the Company by the operation existence, creation or incurrence of new or additional Obligations. Each Guarantor absolutely, unconditionally, knowingly, and expressly waives any right to revoke this Guaranty as to future Indebtedness and, in light thereof, all protection afforded such Guarantor under Section 580d 2815 of the California Code Civil Code. Each Guarantor fully realizes and understands that, upon execution of Civil Procedure this Agreement, such Guarantor will not have any right to revoke this Guaranty as to any future Indebtedness and, thus, may have no control over such Guarantor's ultimate responsibility for the Indebtedness. If, contrary to the express intent of this Agreement, any such revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that: (a) no such revocation shall be effective until written notice thereof has been received by Lenders; (b) no such revocation shall apply to any Indebtedness in existence on such date (including any subsequent continuation, extension, or otherwise; renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof); (c) no such revocation shall apply to any Indebtedness made or created after such date to the extent made or created pursuant to a legally binding commitment of Lenders which is, or is believed in good faith by Lenders to be, in existence on the date of such revocation; (d) no payment by Borrower, or from any other source, prior to the date of such revocation shall reduce the obligations of such Guarantor hereunder; and (e) any right to assert against the Beneficiary payment by Borrower or from any defense (whether legal or equitable) (source other than payment)such Guarantor, set-offsubsequent to the date of such revocation, counterclaim shall first be applied to that portion of the Obligations, if any, as to which the revocation by such Guarantor is effective (and other right that any which are not, therefore, guarantied by such 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 and, to the extent so applied, shall not reduce the obligations of dishonor or nonperformance, protest, acceptance and notice of acceptance of this Guaranty, and all 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAWhereunder.

Certain Waivers. Each Guarantor waives: (a) the right to require the Beneficiary to proceed against the Company or any other Obligor, to proceed against or exhaust any Collateral or to pursue any other remedy in the Beneficiary’s 's power whatsoever, and the right to have the property of the Company or any other 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 other Applicable Law purporting to reduce a guarantor’s 's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal; (c) the benefit of any statute of limitations affecting the Guarantied Obligations or such Guarantor’s 's liability hereunder and of Section 359.5 of the California Code of Civil Procedure; (d) any requirement of marshaling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Beneficiary, even though that election of remedies, such as non-judicial foreclosure with respect to the security for a guarantied obligation, has destroyed such Guarantor’s 's rights of subrogation, and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (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 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 Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; (i) any failure, omission, delay or lack of diligence on the part of the Beneficiary to enforce, assert or exercise any right, power or remedy conferred on the Beneficiary in respect of the Guarantied Obligations; or (j) 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 SIMILAR APPLICABLE LAW.