Common use of Additional Waivers Clause in Contracts

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) The Guarantor waives any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) and all notice of the amount acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, subjector the reliance by the Guaranteed Parties upon this Guaranty, howeveror the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to each Guarantor’s right have been created, contracted, incurred and permitted to make inquiry exist in reliance upon this Guaranty. The Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Administrative Agent and Designated Borrowers, the Lenders Guarantor or any other Person with respect to ascertain the amount of Guaranteed Obligations. (ii) Until the Guaranteed Obligations at have been paid in full in cash, the Guarantor waives (A) any reasonable time; defenses the Guarantor may have to the Guaranty by reason of an election of remedies by the Guaranteed Parties, (4B) notice any rights or defenses the Guarantor may have by reason of protection afforded to any adverse change in Designated Borrower or any other Loan Party pursuant to the financial condition anti-deficiency or other laws of the Borrower State of New York or of any other fact that might increase applicable law (to the extent waivable under such Guarantor’s risk hereunder; (5applicable law) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among limiting or discharging the Loan Documents; (6) notice of any Default Designated Borrowers’ or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan DocumentsParty’s indebtedness, (C) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense defenses arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the Designated Borrowers or any other Guarantors guarantor, or by reason of the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the other Guarantors in respect thereof; any Designated Borrower, (aD) any rights to assert against defenses based on any claim that the Administrative Agent and Guarantor’s obligations exceed or are more burdensome than those of the other Lenders defense Designated Borrowers, (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (bE) any defense, set-off, counterclaim, right to compel any Guaranteed Party to proceed against or claim, of exhaust any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of security for the Guaranteed Obligations (or to proceed against such security in a particular order) or to pursue any security therefor; other remedy in such Guaranteed Party’s power whatsoever, and (cF) any defense such Guarantor has to performance hereunder, benefit of and any right such Guarantor has to be exonerated, arising participate in any security now or hereafter held by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the GuarantorsParties. (viiii) Without limiting the generality of the foregoing, The Guarantor warrants and agrees that each of the Guarantors hereby expressly waives waivers set forth herein is made with full knowledge of its significance and consequences and that if any and all benefits and defenses under (i) CCP Section 580a (which Sectionsuch waivers are determined to be contrary to any applicable law or public policy, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale such waivers shall be effective only to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether maximum extent permitted by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantyapplicable law.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed ObligationsIndebtedness; (3) notice of the amount of the Guaranteed ObligationsIndebtedness, subject, however, to each Guarantor’s 's right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations Indebtedness at any reasonable time; (4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s 's risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Secured Parties have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations Indebtedness shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations Indebtedness or any security therefor; and (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s 's and the other Lenders’ Secured Parties' rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed ObligationsIndebtedness; (3) any discharge of the other Guarantors’ ' obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s 's and the other Lenders’ Secured Parties' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunderIndebtedness; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled "Bankruptcy", as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.:

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any Pledged Equity provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding To the fullest extent permitted by law and notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) Each Subsidiary Guarantor waives any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) and all notice of the amount acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, subjector the reliance by the Guaranteed Parties upon this Guaranty, howeveror the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to each Guarantor’s right have been created, contracted, incurred and permitted to make inquiry exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Administrative Agent and Borrowers, such Subsidiary Guarantor or any other Subsidiary Guarantor or other Person with respect to the Lenders to ascertain the amount of Guaranteed Obligations. (ii) Until the Guaranteed Obligations at have been paid in full in cash, each Subsidiary Guarantor waives (A) any reasonable time; defenses such Subsidiary Guarantor may have to the Guaranty by reason of an election of remedies by the Guaranteed Parties, (4B) notice any rights or defenses such Subsidiary Guarantor may have by reason of protection afforded to any adverse change in Borrower or any other Loan Party pursuant to the financial condition anti-deficiency or other laws of the Borrower State of New York or of any other fact that might increase applicable law (to the extent waivable under such Guarantor’s risk hereunder; (5applicable law) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among limiting or discharging the Loan Documents; (6) notice of any Default Borrowers’ or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan DocumentsParty’s indebtedness, (C) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense defenses arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the Borrowers or any other Guarantors guarantor, or by reason of the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the other Guarantors in respect thereof; any Borrower, (aD) any rights to assert against defenses based on any claim that such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Administrative Agent and the other Lenders defense Borrowers, (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (bE) any defense, set-off, counterclaim, right to compel any Guaranteed Party to proceed against or claim, of exhaust any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of security for the Guaranteed Obligations (or to proceed against such security in a particular order) or to pursue any security therefor; other remedy in such Guaranteed Party’s power whatsoever, and (cF) any defense such Guarantor has to performance hereunder, benefit of and any right such Guarantor has to be exonerated, arising participate in any security now or hereafter held by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the GuarantorsParties. (viiii) Without limiting the generality of the foregoing, Each Subsidiary Guarantor warrants and agrees that each of the Guarantors hereby expressly waives waivers set forth herein is made with full knowledge of its significance and consequences and that if any and all benefits and defenses under (i) CCP Section 580a (which Sectionsuch waivers are determined to be contrary to any applicable law or public policy, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale such waivers shall be effective only to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether maximum extent permitted by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantyapplicable law.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1A) notice of acceptance hereof; (2B) notice of any Loans, Facility LCs or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3C) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4D) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (5E) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6F) notice of any Default or Event of Default; and (7G) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Secured Parties now have or may hereafter have against, any other guarantor of the Guaranteed Obligations or any third party, or against any collateral provided by such other Guarantors guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof; (aA) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other LendersSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the any other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (aA) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (bB) any election by the Administrative Agent and the other Lenders Secured Parties under the Bankruptcy Codeany provision of any state or federal bankruptcy, insolvency or similar law to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents Note Purchase Agreement or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among under the Loan DocumentsNote Purchase Agreement or the Notes; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan DocumentsNote Purchase Agreement) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Holders of Guaranteed Obligations have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor Guarantors; the alteration by the Holders of Guaranteed Obligations of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the LendersHolders of Guaranteed Obligations; or (b) any election by the Administrative Agent Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and the other Lenders under the Bankruptcy Codehereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, waives to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashperformed) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy” or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofindebtedness; (ii) (1) notice of acceptance hereof; (2a) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3b) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4c) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6d) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Holders of Guaranteed Obligations have or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations with respect to the Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; and (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which that such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which that shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1A) notice of acceptance hereof; (2B) notice of any Loans, Facility LCs or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3C) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4D) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (5E) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6F) notice of any Default or Event of Default; and (7G) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Secured Parties now have or may hereafter have against, any other guarantor of the Guaranteed Obligations or any third party, or against any collateral provided by such other Guarantors guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof; (aiv) (A) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other LendersSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the any other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (aA) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (bB) any election by the Administrative Agent and the other Lenders Secured Parties under the Bankruptcy Codeany provision of any state or federal bankruptcy, insolvency or similar law to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Secured Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Unmatured Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Secured Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Secured Obligations has or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Secured Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Secured Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Secured Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Secured Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Secured Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Secured Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Secured Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Secured Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Secured Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.:

Additional Waivers. Notwithstanding anything herein (a) Borrower has read and hereby approves the Note, this Deed of Trust, the other Loan Documents and all other agreements and documents relating thereto. Borrower acknowledges that it has been represented by counsel of its choice to review this Deed of Trust, the Note, the other Loan Documents and all other documents relating thereto and said counsel has explained and Borrower understands the provisions thereof, or that Borrower has voluntarily declined to retain such counsel. (b) Borrower hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Deed of Trust) and waives any right to require Lender to enforce any remedy against any guarantor, endorser or other person whatsoever prior to the contrary, each exercise of the Guarantors hereby absolutely, unconditionally, knowingly, its rights and expressly waives, remedies hereunder or otherwise. Borrower waives any right to the fullest extent permitted by law: require Lender to: (i) proceed or exhaust any right it may have to revoke this Guaranty as to future indebtedness collateral security given or notice of acceptance hereof; held by Lender in connection with the Obligations; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) give notice of the amount terms, time and place of any public or private sale of any real or personal property security for the Obligations or other guaranty of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the pursue any other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense remedy in Lender's power whatsoever. (other than the defense that the Guaranteed c) Until all Obligations shall have been fully and finally performed and indefeasibly paid in full in cashfull, Borrower: (i) shall not have any right of subrogation to any of the other Guarantors rights of Lender against any guarantor, maker or by reason of the cessation from endorser; (ii) waives any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) right to enforce any rights to assert against the Administrative Agent and the other Lenders defense (legal remedy which Lender now has or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lendersguarantor, maker or endorser; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Sectionwaives any benefit of, if Guarantors had not given this waiverand any other right to participate in, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its any collateral security before a personal judgment may be obtained for a deficiency). Notwithstanding the Obligations or any foreclosure guaranty of the lien of any deed of trust Obligations now or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether hereafter held by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this GuarantyLender.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1A) notice of acceptance hereof; (2B) notice of any Loans, Facility LCs or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3C) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4D) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5E) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6F) notice of any Default or Event of Default; and (7G) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Secured Parties now have or may hereafter have against, any other guarantor of the Guaranteed Obligations or any third party, or against any collateral provided by such other Guarantors guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof; (aA) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other LendersSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the any other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under the Bankruptcy Code, any provision of any Debtor Relief Law to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: waives (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorBorrower’s right to make inquiry of the Administrative Agent Agent, the Lenders and the Lenders LC Issuers to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such GuarantorBorrower’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Borrowers are a party; (6f) notice of any Default or Event of Unmatured Default; and (7g) all other notices (except except, in each case, if such notice is specifically required to be given to such Guarantor any Borrower hereunder or under the other Loan Documents) Documents to which Borrowers are a party and demands to which each Guarantor such Borrower might otherwise be entitled; ); (iiih) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders right of subrogation such Borrower has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have as against the other Guarantors Borrowers with respect to the Obligations; (i) any right to proceed against the other Borrowers or any other party liable to the Administrative Agent and the other Lenders; (b) any defensePerson, set-offnow or hereafter, counterclaimfor contribution, indemnity, reimbursement, or claimany other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of any kind law, which such Borrower may now have or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies hereafter have as against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations Borrowers with respect to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (vj) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust proceed or security agreement seek recourse against or with respect to any property or all asset of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantyother Borrowers.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorBorrower’s right to make inquiry of the Administrative Agent and the Lenders Bank to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such GuarantorBorrower’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of DefaultDocuments to which Borrowers are a party; and (76) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the other Loan DocumentsDocuments to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;. (iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Lenders Bank to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Bank has or may have against, the other Guarantors Borrowers or any third party; and each Guarantor , or against any collateral for the Obligations provided by the other Borrowers, or any third party. Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors Borrowers or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrowers in respect thereof;. (a1) any rights to assert against the Administrative Agent and the other Lenders Bank any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrowers or any other party liable to the Administrative Agent and the other LendersBank; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: (1) the impairment or suspension of the Administrative AgentBank’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed ObligationsBorrowers; (2) the alteration by the Administrative Agent and the other Lenders Bank of the Guaranteed Obligations; (3) any discharge of the other GuarantorsBorrowers’ obligations to the Administrative Agent and the other Lenders Bank by operation of law as a result of the Administrative AgentBank’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Bank of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such GuarantorBorrower’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such GuarantorBorrower’s liability hereunder; and. (vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Bank including any defense based upon an election of remedies by Bank under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the LendersCalifornia Code of Civil Procedure or any similar law of California or any other jurisdiction; or (bii) any election by the Administrative Agent and the other Lenders Bank under Section 1111(b) of the Bankruptcy Code, Code to limit the amount of, or any collateral securing, its claim against Borrowers. Pursuant to California Civil Code Section 2856(b): (i) Each Borrower waives all rights and defenses arising out of an election of remedies by the Guarantorscreditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower’s rights of subrogation and reimbursement against the other Borrowers by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. (viii) Without limiting Each Borrower waives all rights and defenses that such Borrower may have because the generality Obligations are secured by real property. This means, among other things: (1) Bank may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrowers; and (2) if Bank forecloses on any real property collateral pledged by the other Borrowers: (A) the amount of the foregoingObligations 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 (B) Bank may collect from such Borrower even if Bank, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the Guarantors California Code of Civil Procedure. (e) Each Borrower hereby absolutely, unconditionally, knowingly, and expressly waives any and all benefits and defenses under waives: (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale any right of subrogation such Borrower has or may have as against the other Borrowers with respect to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), Obligations; (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ any right to recover a deficiency judgment proceed against the other Borrowers or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which such Borrower may now have or hereafter have as against the other Borrowers with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), the Obligations; and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders any right to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust proceed or security agreement seek recourse against or with respect to any property or all asset of the real or personal property secured thereby other Borrowers. (if any)f) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, whether by the exercise of the power of sale contained thereinEACH BORROWER HEREBY ABSOLUTELY, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosureKNOWINGLY, Guarantors shall remain bound under this GuarantyUNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, 3605, 9504, 9505, AND 9507, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s 's right to make inquiry of the Administrative Agent and the Lenders Guaranteed Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s 's risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Guaranteed Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Guaranteed Parties has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Guaranteed Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersGuaranteed Parties unless due to the gross negligence or willful misconduct of the Administrative Agent or such Guaranteed Party as determined by a court of competent jurisdiction in a final non-appealable judgment; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security thereforObligations; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s 's and the other Lenders’ Guaranteed Parties' rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Guaranteed Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ ' obligations to the Administrative Agent and the other Lenders Guaranteed Parties by operation of law as a result of the Administrative Agent’s 's and the other Lenders’ Guaranteed Parties' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Guaranteed Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the LendersGuaranteed Parties; or (b) any election by the Administrative Agent and the other Lenders Guaranteed Parties under the Bankruptcy Code, to limit the amount of, or any collateral securing, of its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s Borrower's right to make inquiry of the Administrative Agent and the Lenders Bank to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such Guarantor’s Borrower's risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Borrowers are a party; (6) notice of any Unmatured Event of Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the other Loan DocumentsDocuments to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;. (iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Lenders Bank to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Bank has or may have against, the other Guarantors Borrowers or any third party; and each Guarantor , or against any collateral for the Obligations provided by the other Borrowers, or any third party. Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors Borrowers or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrowers in respect thereof;. (a1) any rights to assert against the Administrative Agent and the other Lenders Bank any defense (legal or and equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrowers or any other party liable to the Administrative Agent and the other LendersBank; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exoneratedexonerate, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ Bank's rights or remedies against the other guarantor of the Guaranteed ObligationsBorrowers; (2) the alteration by the Administrative Agent and the other Lenders Bank of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ Borrowers' obligations to the Administrative Agent and the other Lenders Bank by operation of law as a result of the Administrative Agent’s and the other Lenders’ Bank's intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Bank of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such Guarantor’s Borrower's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s Borrower's liability hereunder; and. (vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Bank including any defense based upon an election of remedies by Bank under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the LendersCalifornia Code of Civil Procedure or any similar law of California or any other jurisdiction; or (bii) any election by the Administrative Agent and the other Lenders Bank under Section 1111(b) of the Bankruptcy Code, Code to limit the amount of, or any collateral securing, its claim against the GuarantorsBorrowers. Pursuant to California Civil Code Section 2856(b): (i) Each Borrower waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the other Borrowers by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. (viii) Without limiting Each Borrower waives all rights and defenses that such Borrower may have because the generality Obligations are secured by real property. This means, among other things: (1) Bank may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrowers; and (2) if Bank forecloses on any real property collateral pledged by the other Borrowers: (A) the amount of the Obligations 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 (B) Bank may collect from such Borrower even if Bank, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (e) If any of the Obligations at any time are secured by a mortgage or deed of trust upon real property, Bank may elect, in its sole discretion, upon a default with respect to the Obligations, to foreclose such mortgage or deed of trust judicially or nonjudicially in any manner permitted by law, before or after enforcing this Agreement and the Loan Documents, without diminishing or affecting the liability of any Borrower hereunder except to the extent the Obligations are repaid with the proceeds of such foreclosure. Each Borrower understands that (a) by virtue of the operation of California's antideficiency law applicable to nonjudicial foreclosures, an election by Bank nonjudicially to foreclose such a mortgage or deed of trust probably would have the effect of impairing or destroying rights of subrogation, reimbursement, contribution, or indemnity of such Borrower against the other Borrowers or other guarantors or sureties, and (b) absent the waiver given by such Borrower, such an election would prevent Bank from enforcing this Agreement and the Loan Documents to which Borrowers are a party against such Borrower. Understanding the foregoing, each and understanding that such Borrower is hereby relinquishing a defense to the enforceability of this Agreement and the Loan Documents to which Borrowers are a party, such Borrower hereby waives any right to assert against Bank any defense to the enforcement of this Agreement and the Loan Documents to which Borrowers are a party, whether denominated "estoppel" or otherwise, based on or arising from an election by Bank nonjudicially to foreclose any such mortgage or deed of trust. Each Borrower understands that the effect of the Guarantors foregoing waiver may be that each Borrower may have liability hereunder for amounts with respect to which such Borrower may be left without rights of subrogation, reimbursement, contribution, or indemnity against the other Borrower or other guarantors or sureties. Each Borrower also agrees that the "fair market value" provisions of Section 580a of the California Code of Civil Procedure shall have no applicability with respect to the determination of such Borrower's liability under this Agreement and the Loan Documents to which Borrowers are a party. (f) Each Borrower hereby absolutely, unconditionally, knowingly, and expressly waives any and all benefits and defenses under waives: (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale any right of subrogation such Borrower has or may have as against the other Borrowers with respect to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), Obligations; (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ any right to recover a deficiency judgment proceed against the other Borrowers or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which such Borrower may now have or hereafter have as against the other Borrowers with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), the Obligations; and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders any right to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust proceed or security agreement seek recourse against or with respect to any property or all asset of the real or personal property secured thereby other Borrowers. (if any)g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, whether by the exercise of the power of sale contained thereinEACH BORROWER HEREBY ABSOLUTELY, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosureKNOWINGLY, Guarantors shall remain bound under this GuarantyUNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, AND 3605, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Unmatured Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Obligations has or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations (other than Payment and Termination in Full); (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Obligor absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: waives (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Obligors are a party or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorObligor’s right to make inquiry of the Administrative Agent Agent, the Lenders and the Lenders LC Issuers to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower other Obligors or of any other fact that might increase such GuarantorObligor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Obligors are a party; (6f) notice of any Default or Event of Unmatured Default; and (7g) all other notices (except except, in each case, if such notice is specifically required to be given to such Guarantor any Obligor hereunder or under the other Loan Documents) Documents to which Obligors are a party and demands to which each Guarantor such Obligor might otherwise be entitled; ); (iiih) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders right of subrogation such Obligor has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have as against the other Guarantors Obligors with respect to the Obligations; (i) any right to proceed against the other Obligors or any other party liable to the Administrative Agent and the other Lenders; (b) any defensePerson, set-offnow or hereafter, counterclaimfor contribution, indemnity, reimbursement, or claimany other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of any kind law, which such Obligor may now have or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies hereafter have as against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations Obligors with respect to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (vj) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust proceed or security agreement seek recourse against or with respect to any property or all asset of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantyother Obligors.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, waives to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent, the Collateral Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent, the Collateral Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent, the Collateral Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s, the Collateral Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor Guarantors; the alteration by the Administrative Agent, the Collateral Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent, the Collateral Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s, the Collateral Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent, the Collateral Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent, the Collateral Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent, the Collateral Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) The Guarantor waives any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) and all notice of the amount acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, subjector the reliance by the Guaranteed Parties upon this Guaranty, howeveror the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to each Guarantor’s right have been created, contracted, incurred and permitted to make inquiry exist in reliance upon this Guaranty. The Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Administrative Agent and Borrower, the Lenders Guarantor or any other Person with respect to ascertain the amount of Guaranteed Obligations. (ii) Until the Guaranteed Obligations at have been paid in full in cash (other than contingent indemnification obligations, which have been provided for to the reasonable satisfaction of the Majority Lenders), the Guarantor waives (A) its rights of subrogation and reimbursement, (B) any reasonable time; defenses the Guarantor may have to the Guaranty by reason of an election of remedies by the Guaranteed Parties, (4C) notice any rights or defenses the Guarantor may have by reason of any adverse change in the financial condition of protection afforded to the Borrower or of any other fact that might increase Guaranteed Party pursuant to the anti-deficiency or other laws of the State of New York limiting or discharging the Borrower’s or such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan DocumentsParty’s indebtedness, (D) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense defenses arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the Borrower or any other Guarantors guarantor, or by reason of the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the other Guarantors in respect thereof; Borrower, (aE) any rights to assert against defenses based on any claim that the Administrative Agent and Guarantor’s obligations exceed or are more burdensome than those of the other Lenders defense Borrower, (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (bF) any defense, set-off, counterclaim, right to compel any Guaranteed Party to proceed against or claim, of exhaust any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of security for the Guaranteed Obligations (or to proceed against such security in a particular order) or to pursue any security therefor; other remedy in such Guaranteed Party’s power whatsoever, and (cG) any defense such Guarantor has to performance hereunder, benefit of and any right such Guarantor has to be exonerated, arising participate in any security now or hereafter held by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the GuarantorsParties. (viiii) Without limiting the generality of the foregoing, The Guarantor warrants and agrees that each of the Guarantors hereby expressly waives waivers set forth herein is made with full knowledge of its significance and consequences and that if any and all benefits and defenses under (i) CCP Section 580a (which Sectionsuch waivers are determined to be contrary to any applicable law or public policy, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale such waivers shall be effective only to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether maximum extent permitted by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantyapplicable law.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby (a) The Borrower absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Advances or other financial accommodations made or extended under the Affiliate Credit Agreement or the Affiliate Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s the Borrower's right to make inquiry of the Administrative Agent and the Lenders Lender to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Affiliate Borrower or of any other fact that might increase such Guarantor’s the Borrower's risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Affiliate Loan Documents; (6) notice of any Event of Default or Event of DefaultDefault under the Affiliate Credit Agreement; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor the Borrower hereunder or under the other Loan DocumentsDocuments to which the Borrower is a party) and demands to which each Guarantor the Borrower might otherwise be entitled;. (iiiii) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Lenders Lender to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Lender has or may have against, against the other Guarantors Affiliate Borrower or any third party; and each Guarantor Person, or against any collateral for the Obligations provided by the Affiliate Borrower or any third Person. The Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors any third party or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors any third party in respect thereof;. (aiii) any rights to assert against the Administrative Agent and the other Lenders Lender any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor the Borrower may now or at any time hereafter have against the other Guarantors Affiliate Borrower or any other party liable to the Administrative Agent and the other LendersLender; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor the Borrower has to performance hereunder, and any right such Guarantor The Borrower has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ Lender's rights or remedies against the other guarantor of the Guaranteed ObligationsAffiliate Borrower or any third Person; (2) the alteration by the Administrative Agent and the other Lenders Lender of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ Affiliate Borrower or any third Person's obligations to the Administrative Agent and the other Lenders Lender by operation of law as a result of the Administrative Agent’s and the other Lenders’ Lender's intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Lender of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting the Affiliate Borrower or such Guarantor’s third Person's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s the Borrower's liability hereunder. (iv) The Borrower hereby absolutely, unconditionally, knowingly, and expressly waives: (i) any right of subrogation the Borrower has or may have as against the Affiliate Borrower or any third Person with respect to the Obligations; and(ii) any right to proceed against the Affiliate Borrower or any third Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which the Borrower may now have or hereafter have as against the Affiliate Borrower or any third Person with respect to the Obligations; and (iii) any right to proceed or seek recourse against or with respect to any property or asset of the Affiliate Borrower or any third Person. (v) The Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by the Administrative Agent Lender including any defense based upon an election of remedies by the Lender under the provisions of Sections 580a, 580b, 580d, and 726 of the LendersCalifornia Code of Civil Procedure or any similar law of California or any other jurisdiction; or (bii) any election by the Administrative Agent and the other Lenders Lender under Section 1111(b) of the Bankruptcy Code, Code to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly Affiliate Borrower. Pursuant to California Civil Code Section 2856(b): The Borrower waives any and all benefits rights and defenses under (i) CCP Section 580a (which Sectionarising out of an election of remedies by the Lender, if Guarantors had not given this waivereven though that election of remedies, would otherwise limit Guarantors’ liability after such as a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations security for the Obligations, has destroyed the Borrower's rights of subrogation and after a nonjudicial foreclosure sale, respectively), reimbursement against the Affiliate Borrower by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. The Borrower waives all rights and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiverdefenses that the Borrower may have because the Obligations are secured by real property. This means, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment : (1) the Lender may be obtained for a deficiency). Notwithstanding collect from the Borrower without first foreclosing on any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether collateral pledged by the exercise Affiliate Borrower; and (2) if the Lender forecloses on any real property collateral pledged by the Affiliate Borrower: (A) the amount of the power of Obligations 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 contained thereinprice; and (B) the Lender may collect from the Borrower even if the Lender, by foreclosing on the real property collateral, has destroyed any right The Borrower may have to collect from the Affiliate Borrower. This is an action for judicial foreclosure unconditional and irrevocable waiver of any rights and defenses the Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or by an acceptance defenses based upon Section 580a, 580b, 580d, or 726 of a deed in lieu the California Code of foreclosure, Guarantors Civil Procedure. (b) The Borrower also agrees that the "fair market value" provisions of Section 580a of the California Code of Civil Procedure shall remain bound have no applicability with respect to the determination of the Borrower's liability under this GuarantyAgreement and the Loan Documents to which the Borrower is a party. (c) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, THE BORROWER HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, AND 3605, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s Borrower's right to make inquiry of the Administrative Agent and the Lenders Lender to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such Guarantor’s Borrower's risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of DefaultDocuments to which Borrowers are a party; and (76) all other notices (except if such notice is specifically required to be given to such Guarantor Borrowers hereunder or under the other Loan DocumentsDocuments to which Borrowers are a party) and demands to which each Guarantor such Borrower might otherwise be entitled;. (iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Lenders Lender to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Lender has or may have against, the other Guarantors Borrowers or any third party; and each Guarantor , or against any collateral for the Obligations provided by the other Borrowers, or any third party. Each Borrower further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors Borrowers or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrowers in respect thereof;. (a1) any rights to assert against the Administrative Agent and the other Lenders Lender any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor Borrower may now or at any time hereafter have against the other Guarantors Borrowers or any other party liable to the Administrative Agent and the other LendersLender; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Borrower has to performance hereunder, and any right such Guarantor Borrower has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ Lender's rights or remedies against the other guarantor of the Guaranteed ObligationsBorrowers; (2) the alteration by the Administrative Agent and the other Lenders Lender of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ Borrowers' obligations to the Administrative Agent and the other Lenders Lender by operation of law as a result of the Administrative Agent’s and the other Lenders’ Lender's intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Lender of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such Guarantor’s Borrower's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s Borrower's liability hereunder; and. (vd) Each Borrower absolutely, unconditionally, knowingly, and expressly waives any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Lender including any defense based upon an election of remedies by Lender under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the LendersCalifornia Code of Civil Procedure or any similar law of California or any other jurisdiction; or (bii) any election by the Administrative Agent and the other Lenders Lender under Section 1111(b) of the Bankruptcy Code, Code to limit the amount of, or any collateral securing, its claim against Borrowers. Pursuant to California Civil Code Section 2856(b): (i) Each Borrower waives all rights and defenses arising out of an election of remedies by the Guarantorscreditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the other Borrowers by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise. (viii) Without limiting Each Borrower waives all rights and defenses that such Borrower may have because the generality Obligations are secured by real property. This means, among other things: (1) Lender may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the other Borrowers; and (2) if Lender forecloses on any real property collateral pledged by the other Borrowers: (A) the amount of the foregoingObligations 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 (B) Lender may collect from such Borrower even if Lender, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Borrower may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the Guarantors California Code of Civil Procedure. (e) Each Borrower hereby absolutely, unconditionally, knowingly, and expressly waives any and all benefits and defenses under waives: (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale any right of subrogation such Borrower has or may have as against the other Borrowers with respect to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), Obligations; (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ any right to recover a deficiency judgment proceed against the other Borrowers or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which such Borrower may now have or hereafter have as against the other Borrowers with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), the Obligations; and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders any right to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust proceed or security agreement seek recourse against or with respect to any property or all asset of the real or personal property secured thereby other Borrowers. (if any)f) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, whether by the exercise of the power of sale contained thereinEACH BORROWER HEREBY ABSOLUTELY, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosureKNOWINGLY, Guarantors shall remain bound under this GuarantyUNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c, 580d, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, 3605, 9504, 9505, AND 9507, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, waives to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding To the fullest extent permitted by law and notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1A) notice of acceptance hereof; (2) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3B) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Trustee to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4C) notice of any adverse change in the financial condition of the Borrower Company or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (5D) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsSecurities; (6E) notice of any Default or Event of Default; and (7F) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder or under the other Loan Documentshereunder) and demands to which each Subsidiary Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent Trustee and the other Lenders Holders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent Trustee and the other Lenders has Holders now have or may hereafter have against, any other guarantor of the Guaranteed Obligations or any third party, or against any collateral provided by such other Guarantors guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof; (aA) any rights to assert against the Administrative Agent Trustee and the other Lenders Holders any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent Trustee and the other LendersHolders; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative AgentTrustee’s and the other LendersHolders’ rights or remedies against the any other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent Trustee and the other Lenders Holders of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent Trustee and the other Lenders Holders by operation of law as a result of the Administrative AgentTrustee’s and the other LendersHolders’ intervention or omission; or (4) the acceptance by the Administrative Agent Trustee and the other Lenders Holders of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent Trustee and the LendersHolders; or (b) any election by the Administrative Agent Trustee and the other Lenders Holders under Section 1111(b) of the Bankruptcy Code, Code to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) Each Guarantor waives any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) and all notice of the amount acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, subjector the reliance by the Guaranteed Parties upon this Guaranty, howeveror the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to each Guarantor’s right have been created, contracted, incurred and permitted to make inquiry exist in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Administrative Agent and Borrower, the Lenders Guarantor or any other Guarantor or other Person with respect to ascertain the amount of Guaranteed Obligations. (ii) Until the Guaranteed Obligations at have been paid in full in cash, each Guarantor waives (A) any reasonable time; defenses the Guarantor may have to the Guaranty by reason of an election of remedies by the Guaranteed Parties, (4B) notice any rights or defenses the Guarantor may have by reason of any adverse change in the financial condition of protection afforded to the Borrower or of any other fact that might increase Loan Party pursuant to the anti-deficiency or other laws of the State of New York limiting or discharging the Borrower’s or such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan DocumentsParty’s indebtedness, (C) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense defenses arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the Borrower or any other Guarantors guarantor, or by reason of the cessation from any cause whatsoever (including any act or omission of any Guaranteed Party) of the liability of the other Guarantors in respect thereof; Borrower, (aD) any rights to assert against defenses based on any claim that the Administrative Agent and Guarantor’s obligations exceed or are more burdensome than those of the other Lenders defense Borrower, (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (bE) any defense, set-off, counterclaim, right to compel any Guaranteed Party to proceed against or claim, of exhaust any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of security for the Guaranteed Obligations (or to proceed against such security in a particular order) or to pursue any security therefor; other remedy in such Guaranteed Party’s power whatsoever, and (cF) any defense such Guarantor has to performance hereunder, benefit of and any right such Guarantor has to be exonerated, arising participate in any security now or hereafter held by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the GuarantorsParties. (viiii) Without limiting the generality of the foregoing, Each Guarantor warrants and agrees that each of the Guarantors hereby expressly waives waivers set forth herein is made with full knowledge of its significance and consequences and that if any and all benefits and defenses under (i) CCP Section 580a (which Sectionsuch waivers are determined to be contrary to any applicable law or public policy, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale such waivers shall be effective only to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether maximum extent permitted by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantyapplicable law.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Each Borrower absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: waives (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under this Agreement and the Loan Documents to which Borrowers are a party or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s Borrower's right to make inquiry of the Administrative Agent Agent, the Lenders and the Lenders LC Issuers to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower other Borrowers or of any other fact that might increase such Guarantor’s Borrower's risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan DocumentsDocuments to which Borrowers are a party; (6f) notice of any Default or Event of Unmatured Default; and (7g) all other notices (except except, in each case, if such notice is specifically required to be given to such Guarantor any Borrower hereunder or under the other Loan Documents) Documents to which Borrowers are a party and demands to which each Guarantor such Borrower might otherwise be entitled; ); (iiih) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders right of subrogation such Borrower has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have as against the other Guarantors Borrowers with respect to the Obligations; (i) any right to proceed against the other Borrowers or any other party liable to the Administrative Agent and the other Lenders; (b) any defensePerson, set-offnow or hereafter, counterclaimfor contribution, indemnity, reimbursement, or claimany other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of any kind law, which such Borrower may now have or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies hereafter have as against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations Borrowers with respect to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (vj) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust proceed or security agreement seek recourse against or with respect to any property or all asset of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantyother Borrowers.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, waives to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives to the extent permitted by applicable law any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under the Bankruptcy CodeCode or any other applicable federal, state, provincial, municipal, local or foreign law relating to such matters, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1A) notice of acceptance hereof; (2B) notice of any Loans, Facility LCs or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3C) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4D) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (5E) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6F) notice of any Default or Event of Default; and (7G) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Secured Parties now have or may hereafter have against, any other guarantor of the Guaranteed Obligations or any third party, or against any Collateral provided by such other Guarantors guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof; (aiv) (A) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other LendersSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the any other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (aA) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (bB) any election by the Administrative Agent and the other Lenders Secured Parties under the Bankruptcy Codeany provision of any state or federal bankruptcy, insolvency or similar law to limit the amount of, or any collateral Collateral securing, its claim against the Subsidiary Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; , (2b) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents Note Purchase Agreement or the creation or existence of any Guaranteed Obligations; , (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; , (4d) notice of any adverse change in the financial condition of the Borrower Company or of any other fact that might increase such Guarantor’s risk hereunder; , (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among under the Loan Documents; Note Purchase Agreement or the Notes, (6f) notice of any Default or Event of Default; Default and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan DocumentsNote Purchase Agreement) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Holders of Guaranteed Obligations have or may have against, the other Guarantors or any third party; , or against any collateral provided by the other Guarantors, or any third party, and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (iv) (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; Holders of Guaranteed Obligations, (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; , (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: of (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed Obligations; Guarantors, (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; , (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; omission or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; Obligations and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; Holders of Guaranteed Obligations or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of the Bankruptcy Code, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to (a) Without limiting the contrarywaivers in the foregoing paragraph, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly further waives, to the fullest extent permitted by law: (i) any right it may have defense arising by reason of or deriving from (A) an election of remedies by the Administrative Agent and the other Lender Group members or (B) any election by the Administrative Agent and the Lender Group members under Section 1111(b) of the Bankruptcy Code to revoke this Guaranty as to future indebtedness limit the amount of, or notice any collateral securing, its claim against such Guarantor, any other Credit Party or any other guarantor of acceptance hereofthe Obligations; (ii) (1) notice all rights and defenses arising out of acceptance hereof; (2) notice an election of any Loansremedies by the creditor, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence even though that election of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligationsremedies, subjectsuch as a nonjudicial foreclosure with respect to security for a guaranteed obligation, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase may have destroyed such Guarantor’s risk hereunder; (5) notice rights of presentment for payment, demand, protest, subrogation and notice thereof as to reimbursement against any instruments among other Credit Party or guarantor of the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitledObligations; (iii) its the benefits of any similar in any jurisdiction purporting to allow a guarantor to revoke a continuing guaranty with respect to any transactions occurring after the date of the guaranty; and (iv) such Guarantor’s right, if any, to require the Administrative Agent and the other Lenders Lender Group members to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Lender Group members have or may have againstagainst any other Credit Party or guarantor of the Obligations or any third party, or against any collateral provided by any other guarantor of the other Guarantors Obligations, or any third party; and each such Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of any other Credit Party or guarantor of the other Guarantors Obligations or by reason of the cessation from any cause whatsoever of the liability of the such other Guarantors Credit Parties or guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ Holders of Obligations' rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Obligations by operation of law as a result of the Administrative Agent’s and the other Lenders’ Holders of Obligations' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Obligations under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to (a) Without limiting the contrarywaivers in the foregoing paragraph, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly further waives, to the fullest extent permitted by law: (i) any right it may have defense arising by reason of or deriving from (1) an election of remedies by the Administrative Agent and the other Lender Group members or (2) any election by the Administrative Agent and the Lender Group members under Section 1111(b) of the Bankruptcy Code to revoke this Guaranty as to future indebtedness limit the amount of, or notice any collateral securing, its claim against such Guarantor, any other Credit Party or any other guarantor of acceptance hereofthe Obligations; (ii) (1) notice pursuant to California Civil Code Section 2856, all rights and defenses arising out of acceptance hereof; (2) notice an election of any Loansremedies by the creditor, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence even though that election of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligationsremedies, subjectsuch as a nonjudicial foreclosure with respect to security for a guaranteed obligation, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase has destroyed such Guarantor’s risk hereunder; (5) notice rights of presentment for payment, demand, protest, subrogation and notice thereof as to reimbursement against any instruments among other Credit Party or guarantor of the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitledObligations; (iii) its the benefits of Section 2815 of the California Civil Code (or any similar law in any other jurisdiction) purporting to allow a guarantor to revoke a continuing guaranty with respect to any transactions occurring after the date of the guaranty; and (iv) such Guarantor’s right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Lenders Lender Group members to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Lender Group members have or may have againstagainst any other Credit Party or guarantor of the Obligations or any third party, or against any collateral provided by any other guarantor of the other Guarantors Obligations, or any third party; and each such Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of any other Credit Party or guarantor of the other Guarantors Obligations or by reason of the cessation from any cause whatsoever of the liability of the such other Guarantors Credit Parties or guarantors in respect thereof;. (ab) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTEE, EACH GUARANTOR HEREBY ABSOLUTELY, KNOWINGLY, UNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, AND CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, 3605. (c) In accordance with Section 11.7 hereof, this Agreement shall be construed in accordance with and governed by the law of the state of New York. The foregoing referenced provisions of California law are included solely out of an abundance of caution, and shall not be construed to mean that any rights of the referenced provisions of California law are in any way applicable to assert against the Administrative Agent and the other Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors this Agreement or any other party liable Loan Document or to the Administrative Agent and the other Lenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has or may have against, the other Guarantors or any third party, provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; and (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness Indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled; (iii) its right, if any, to require the Collateral Agent, the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Collateral Agent, the Administrative Agent and the other Lenders Secured Parties has or may have against, the other Subsidiary Guarantors or any third party, or against any Collateral provided by the other Subsidiary Guarantors, or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than a defense of payment or performance or the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashTermination Date has occurred) of the other Subsidiary Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Subsidiary Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against the other Subsidiary Guarantors or any other party liable to the Administrative Agent and the other LendersSecured Parties (other than a defense of payment or performance or the defense that the Termination Date has occurred); (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense (other than a defense of payment or performance or the defense that the Termination Date has occurred) such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the other guarantor of the Guaranteed ObligationsSubsidiary Guarantors; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Subsidiary Guarantors’ obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Subsidiary Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the any other Loan DocumentsDocument) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Secured Parties has or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the LendersSecured Parties; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of Holdings or the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any Pledged Equity provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents Credit Agreement or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among related to the Loan DocumentsCredit Agreement; (6f) notice of any Unmatured Event of Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan DocumentsGuarantor) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, waives to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations, including any increase, extension, substitution, amendment, renewal or other modification thereof; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders any Holder of Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders any Holder of Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders any Holder of Obligations any defense (legal or equitable), set-offset‑off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against any Borrower or any of the other Guarantors or any other party liable to the Administrative Agent and the other Lendersany Holder of Obligations; (b) any defense, set-offset‑off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lendersany Holder of Obligations’ rights or remedies against the other guarantor Guarantors; the alteration by any Holder of Obligations of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders any Holder of Obligations by operation of law as a result of the Administrative Agent’s and the other Lendersany Holder of Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders any Holder of Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and; (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersany Holder of Obligations; or (b) any election by any Holder of Obligations under Section 1111(b) of Title 11 of the Administrative Agent United States Code entitled “Bankruptcy”, as now and the other Lenders under the Bankruptcy Codehereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.; and (vi) Without limiting to the generality of the foregoingfullest extent permitted by law, each of the Guarantors hereby expressly waives any and all other defenses or benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment that may be obtained for a deficiency). Notwithstanding any foreclosure derived from or afforded by applicable law limiting the liability of the lien of any deed of trust or security agreement with respect to any exonerating guarantors or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantysureties.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors Individual Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it the Individual Guarantor may have to revoke this Guaranty Guarantee as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (32) notice of the amount of the Guaranteed Obligations, subject, however, to each the Individual Guarantor’s right to make inquiry of the Administrative Collateral Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (43) notice of any adverse change in the financial condition of the Borrower Borrower, any other Guarantor or of any other fact that might increase such the Individual Guarantor’s risk hereunder; (54) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (65) notice of any Default or Event of Default; and (76) all other notices (except if such notice is specifically required to be given to such the Individual Guarantor hereunder or under the other Loan Documents) and demands to which each the Individual Guarantor might otherwise be entitled; (iii) its the Individual Guarantor’s right, if any, to require the Administrative Collateral Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Collateral Agent and the other Lenders has Secured Parties have or may have against, the any other Guarantors Guarantor or any third party, or against any Collateral provided by such Guarantor, or any third party; and each the Individual Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the any other Guarantors Guarantor or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors such Guarantor in respect thereof; (a) any rights to assert against the Administrative Collateral Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such the Individual Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Individual Guarantor has to performance hereunder, and any right such the Individual Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Collateral Agent’s and the other LendersSecured Parties’ rights or remedies against the Loan Parties; the alteration by the Collateral Agent and the other guarantor Secured Parties of the Guaranteed Obligations; (2) any discharge of any Guarantor’s obligations to the alteration by the Administrative Collateral Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Collateral Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Collateral Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such the Individual Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such the Individual Guarantor’s liability hereunder; and; (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Collateral Agent and the Lendersother Secured Parties; or (b) any election by the Administrative Collateral Agent and the other Lenders Secured Parties under Section 1111(b) of the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors.Guaranteed Obligations; (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits rights and defenses under (i) CCP Section 580a (which Sectionarising out of an election of remedies by the creditor, if Guarantors had not given this waivereven though that election of remedies, would otherwise limit Guarantors’ liability after such as a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations security for a guaranteed obligation, has destroyed the Individual Guarantor’s rights of subrogation and after a nonjudicial foreclosure salereimbursement against any Guarantor of the Guaranteed Obligations; and (vii) all rights and defenses that the Individual Guarantor may have because the Guaranteed Obligations are secured by real property, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waivermeaning, among other things, would otherwise require Administrative that the Collateral Agent and Lenders to exhaust all of its security before a personal judgment the other Secured Parties may be obtained for a deficiency). Notwithstanding collect from the Individual Guarantor without first foreclosing on any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby collateral pledged by any Guarantor of the Guaranteed Obligations; provided however, that if the Collateral Agent and the other Secured Parties forecloses on any real property collateral pledged by any Guarantor of the Guaranteed Obligations: (if any), whether 1) the amount of the Guaranteed Obligations may be reduced only by the exercise of price for which that collateral is sold at the power of foreclosure sale, even if the collateral is worth more than the sale contained thereinprice; and (2) the Collateral Agent and the other Secured Parties may collect from the Individual Guarantor even if the Collateral Agent and the other Secured Parties, by foreclosing on the real property collateral, has destroyed any right the Individual Guarantor may have to collect from such Guarantor (this being an action for judicial foreclosure or unconditional and irrevocable waiver of any rights and defenses the Individual Guarantor may have because the Guaranteed Obligations are secured by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantyreal property).

Additional Waivers. Notwithstanding anything herein to the contrarycontrary and to the fullest extent permitted by applicable law, each of the Guarantors hereby absolutely, irrevocably, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents Documents, any Swap Agreement or any Banking Services Agreement or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents, Swap Agreements and Banking Services Agreements; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents, the applicable Swap Agreement or the applicable Banking Services Agreement) and demands to which each such Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Secured Parties has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid Paid in full in cashFull) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validitylegality, validity or enforceability of the Guaranteed Obligations or any part thereof or any present or future security or collateral therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer defers or delay delays the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under Section 1111(b) of Title 11 of the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting ; in each case, other than the generality Payment in Full of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this GuarantyGuaranteed Obligations.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, waives to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s 's right to make inquiry of the Administrative Agent and the Lenders Holders of Secured Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s 's risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Unmatured Event of Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Secured Obligations to (A) institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Secured Obligations has or may have against, (1) the Borrower, the other Guarantors or any third party or (2) against any Collateral provided by the Borrower, the other Guarantors, or any third party, or (B) pursue any other remedy of the Administrative Agent or the other Holders of Secured Obligations; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the Borrower, the other Guarantors or any other party by reason of the cessation from any cause whatsoever of the liability of the Borrower or the other Guarantors in respect thereof; (a1) any rights to assert against the Collateral Agent, the Administrative Agent and the other Lenders Holders of Secured Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Collateral Agent, the Administrative Agent and the other LendersHolders of Secured Obligations; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Collateral Agent's, the Administrative Agent’s 's and the other Lenders’ Holders of Secured Obligations' rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Secured Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ ' obligations to the Administrative Agent and the other Lenders Holders of Secured Obligations by operation of law as a result of the Administrative Agent’s 's and the other Lenders’ Holders of Secured Obligations' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Secured Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Secured Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Secured Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled "Bankruptcy", as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each the Guarantor’s 's right to make inquiry of the Administrative Agent and the Lenders Guaranteed Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or the General Partner or of any other fact that might increase such the Guarantor’s 's risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such the Guarantor hereunder or under the other Loan Documents) and demands to which each the Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Guaranteed Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Guaranteed Parties has or may have against, the other General Partner, the Subsidiary Guarantors or any third party; and each the Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other General Partner or the Subsidiary Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other General Partner or the Subsidiary Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Guaranteed Parties any defense (legal or equitable), set-off, counterclaim, or claim which such the Guarantor may now or at any time hereafter have against the other General Partner, the Subsidiary Guarantors or any other party liable to the Administrative Agent and the other LendersGuaranteed Parties unless due to the gross negligence or willful misconduct of the Administrative Agent or such Guaranteed Party as determined by a court of competent jurisdiction in a final non-appealable judgment; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security thereforObligations; (c) any defense such the Guarantor has to performance hereunder, and any right such the Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s 's and the other Lenders’ Guaranteed Parties' rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Guaranteed Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations of the General Partner or the Subsidiary Guarantors to the Administrative Agent and the other Lenders Guaranteed Parties by operation of law as a result of the Administrative Agent’s 's and the other Lenders’ Guaranteed Parties' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Guaranteed Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such the Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such the Guarantor’s 's liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the LendersGuaranteed Parties; or (b) any election by the Administrative Agent and the other Lenders Guaranteed Parties under the Bankruptcy Code, to limit the amount of, or any collateral securing, of its claim against the GuarantorsGuarantor. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Apio absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligationsobligations under this Agreement; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorApio’s right to make inquiry of the Administrative Agent and the Lenders Bank to ascertain the amount of the Guaranteed Obligations such obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such GuarantorApio’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default “Default” or “Event of Default” under the Loan Documents; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor Apio hereunder or under the other Loan Documents) and demands to which each Guarantor Apio might otherwise be entitled; (iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Lenders Bank to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Bank has or may have against, the other Guarantors Borrower or any third party; and each Guarantor , or against any collateral for the Obligations provided by Borrower, or any third party. Apio further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors Borrower or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrower in respect thereof; (a1) any rights to assert against the Administrative Agent and the other Lenders Bank any defense (legal or and equitable), set-off, counterclaim, or claim which such Guarantor Apio may now or at any time hereafter have against the other Guarantors Borrower or any other party liable to the Administrative Agent and the other LendersBank; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Apio has to performance hereunder, and any right such Guarantor Apio has to be exoneratedexonerated provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: (1) the impairment or suspension of the Administrative AgentBank’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed ObligationsBorrower; (2) the alteration by the Administrative Agent and the other Lenders Bank of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ Borrower’s obligations to the Administrative Agent and the other Lenders Bank by operation of law as a result of the Administrative AgentBank’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Bank of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such GuarantorApio’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such GuarantorApio’s liability hereunder; and; (vd) any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Bank including any defense based upon an election of remedies by Bank under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the LendersCalifornia Code of Civil Procedure or any similar law of California or any other jurisdiction; or (bii) any election by the Administrative Agent and the other Lenders Bank under Section 1111(b) of the Bankruptcy Code, Code to limit the amount of, or any collateral securing, its claim against the Guarantors.Apio. Pursuant to California Civil Code Section 2856(b): APIO WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED APIO’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST BORROWER BY THE OPERATION OF SECTION 580(D) OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHERWISE; (vie) Without limiting all rights and defenses that Apio may have because the generality Obligations. This means, among other things: (1) Bank may collect from Apio without first foreclosing on any real or personal property collateral pledged by Borrower; and (2) if Bank forecloses on any real property collateral pledged by Borrower: (A) the amount of the foregoingObligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, each even if the collateral is worth more than the sale price; and (B) Bank may collect from Apio even if Bank, by foreclosing on the real property collateral, has destroyed any right Apio may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Apio may have because the Obligations. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the Guarantors hereby expressly waives any and all benefits and defenses under California Code of Civil Procedure; (f) (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale any right of subrogation Apio has or may have as against Borrower with respect to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), Obligations; (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ any right to recover a deficiency judgment proceed against Borrower or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which Apio may now have or hereafter have as against Borrower with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), the Obligations; and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders any right to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust proceed or security agreement seek recourse against or with respect to any property or all asset of the real or personal property secured thereby Borrower; and (if any)g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, whether by the exercise of the power of sale contained thereinAPIO HEREBY ABSOLUTELY, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosureKNOWINGLY, Guarantors shall remain bound under this GuarantyUNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580C, 580D, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, AND 3605, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives, waives to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed ObligationsObligations , including any increase, extension, substitution, amendment, renewal or other modification thereof; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each the Guarantor’s 's right to make inquiry of the Administrative Agent and the Lenders Holders of Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower Designated Borrowers or of any other fact that might increase such the Guarantor’s 's risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such the Guarantor hereunder or under the other Loan Documents) and demands to which each the Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders any Holder of Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders any Holder of Obligations has or may have against, the other Guarantors against or any third party; and each Guarantor further waives , or against any defense arising collateral provided by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereofthird party; (a) any rights to assert against the Administrative Agent and the other Lenders any Holder of Obligations any defense (legal or equitable), set-offset‑off, counterclaim, or claim which such the Guarantor may now or at any time hereafter have against the other Guarantors Designated Borrowers or any other party liable to the Administrative Agent and the other Lendersany Holder of Obligations; (b) any defense, set-offset‑off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such the Guarantor has to performance hereunder, and any right such the Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ any Holder of Obligations' rights or remedies against the other guarantor Guarantor; the alteration by any Holder of Obligations of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ Guarantor's obligations to the Administrative Agent and the other Lenders any Holder of Obligations by operation of law as a result of the Administrative Agent’s and the other Lenders’ any Holder of Obligations' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders any Holder of Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such the Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such the Guarantor’s 's liability hereunder; and; (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersany Holder of Obligations; or (b) any election by any Holder of Obligations under Section 1111(b) of Title 11 of the Administrative Agent United States Code entitled “Bankruptcy”, as now and the other Lenders under the Bankruptcy Codehereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.Guarantor; and (vi) Without limiting to the generality of the foregoingfullest extent permitted by law, each of the Guarantors hereby expressly waives any and all other defenses or benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment that may be obtained for a deficiency). Notwithstanding any foreclosure derived from or afforded by applicable law limiting the liability of the lien of any deed of trust or security agreement with respect to any exonerating guarantors or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantysureties.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Secured Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Unmatured Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Secured Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Secured Obligations has or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid Paid in full in cashFull) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Secured Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Secured Obligations in respect of the Obligations (other than Payment in Full of the Guaranteed Obligations); (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Secured Obligations’ rights or remedies against the other guarantor Guarantors; the alteration by the Agent and the other Holders of Secured Obligations of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Secured Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Secured Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Secured Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Secured Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Secured Obligations under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.:

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Guaranteed Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Guaranteed Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Guaranteed Parties have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid Payment in full in cashFull has occurred) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Guaranteed Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersGuaranteed Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersGuaranteed Parties’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.ACTIVE 214265930v.13

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law::  (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;;  (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Foreign Parent Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Unmatured Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled;;  (iii) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;;  (iv) (a) any rights to assert against the Administrative Agent and the other Lenders any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (b) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; andand  (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under Section 1111(b) of the Bankruptcy Code, Code to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders other Guaranteed Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Guaranteed Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Guaranteed Parties have or may have against, the other Guarantors or any third party, or against any collateral provided by any Person pursuant to any other Loan Document; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid Payment in full in cashFull has occurred) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Guaranteed Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersGuaranteed Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security thereforObligations; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersGuaranteed Parties’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Guaranteed Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Guaranteed Parties by operation of law as a result of the Administrative Agent’s and the other LendersGuaranteed Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Guaranteed Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Guaranteed Parties; or (b) any election by the Administrative Agent and the other Lenders Guaranteed Parties under the Bankruptcy Code, to limit the amount of, or any collateral securing, of its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives, waives to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations, including any increase, extension, substitution, amendment, renewal or other modification thereof; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each the Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower Direct or of any other fact that might increase such the Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such the Guarantor hereunder or under the other Loan Documents) and demands to which each the Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders any Holder of Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders any Holder of Obligations has or may have against, the other Guarantors against or any third party; and each Guarantor further waives , or against any defense arising collateral provided by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereofthird party; (a) any rights to assert against the Administrative Agent and the other Lenders any Holder of Obligations any defense (legal or equitable), set-offset‑off, counterclaim, or claim which such the Guarantor may now or at any time hereafter have against the other Guarantors Direct or any other party liable to the Administrative Agent and the other Lendersany Holder of Obligations; (b) any defense, set-offset‑off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such the Guarantor has to performance hereunder, and any right such the Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lendersany Holder of Obligations’ rights or remedies against the other guarantor Guarantor; the alteration by any Holder of Obligations of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ Guarantor’s obligations to the Administrative Agent and the other Lenders any Holder of Obligations by operation of law as a result of the Administrative Agent’s and the other Lendersany Holder of Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders any Holder of Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such the Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such the Guarantor’s liability hereunder; and; (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersany Holder of Obligations; or (b) any election by any Holder of Obligations under Section 1111(b) of Title 11 of the Administrative Agent United States Code entitled “Bankruptcy”, as now and the other Lenders under the Bankruptcy Codehereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors.Guarantor; and (vi) Without limiting to the generality of the foregoingfullest extent permitted by law, each of the Guarantors hereby expressly waives any and all other defenses or benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment that may be obtained for a deficiency). Notwithstanding any foreclosure derived from or afforded by applicable law limiting the liability of the lien of any deed of trust or security agreement with respect to any exonerating guarantors or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guarantysureties.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: : (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof;; (ii) (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; ; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure saleiv), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of to the Guarantors extent permitted by applicable law, Guarantor hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i1) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii2) (1i) notice of acceptance hereof; (2ii) notice of any LoansTransactions, Facility LCs purchases, loans or other financial accommodations made or extended under the Loan Program Documents or the creation or existence of any Guaranteed Obligations; (3iii) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4iv) notice of any adverse change in the financial condition of the Borrower a Seller or of any other fact that might increase such Guarantor’s risk hereunder; (5v) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Program Documents; (6vi) notice of any Event of Default or Event of DefaultServicing Termination Event; and (7vii) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documentshereunder) and demands to which each Guarantor might otherwise be entitled; (iii3) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has or may have against, the other Guarantors or against any third party; , or against any collateral provided by any third party. In this regard, Guarantor agrees that it is bound to the payment of each and each all Guaranteed Obligations, whether now existing or hereafter arising, as fully as if the Guaranteed Obligations were directly owing to the Agent by Guarantor. Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Guarantor in respect thereof; (ai) any rights to assert against the Administrative Agent and the other Lenders or Purchaser any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersAgent; (bii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (ciii) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention Obligations or omission; or (4) the acceptance by the Administrative Agent and the other Lenders or any Purchaser of anything in partial satisfaction of the Guaranteed Obligations; and (div) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v5) any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by the Administrative Agent and the LendersAgent, such as nonjudicial foreclosure; or (bii) any election by the Administrative Agent under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and the other Lenders under the Bankruptcy Codehereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the GuarantorsGuarantor. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein The following is added to the contraryend of Article 9: “Upon the occurrence and continuance of an Event of Default, each of the Guarantors Individual Borrower hereby absolutely, unconditionally, knowingly, and expressly waives, except as may be prohibited by law, diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Security Instrument or the Loan Agreement) any right to require Agent to enforce any remedy against any guarantor, endorser or other person whatsoever prior to the fullest extent permitted by law: exercise of its rights and remedies hereunder or otherwise. Upon the occurrence and continuance of an Event of Default, Individual Borrower waives any right to require Agent to: (i) proceed or exhaust any right it may have to revoke this Guaranty as to future indebtedness collateral security given or notice of acceptance hereof; held by Agent in connection with the Obligations; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) give notice of the amount terms, time and place of any public or private sale of any real or personal property security for the Obligations or guaranty of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the pursue any other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed remedy in Agent’s power whatsoever. Until all Obligations shall have been fully and finally performed and indefeasibly paid in full in cashfull, Individual Borrower: (i) shall not have any right of subrogation to any of the other Guarantors rights of Agent against any guarantor, maker or by reason of the cessation from endorser; (ii) waives any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) right to enforce any rights to assert against the Administrative remedy which Agent and the other Lenders defense (legal now has or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lendersguarantor, maker or endorser; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Sectionwaives any benefit of, if Guarantors had not given this waiverand any other right to participate in, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its any collateral security before a personal judgment may be obtained for a deficiency). Notwithstanding the Obligations or any foreclosure guaranty of the lien of any deed of trust Obligations now or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether hereafter held by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this GuarantyAgent.”

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1A) notice of acceptance hereof; (2B) notice of any Loans, Facility LCs or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3C) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4D) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (5E) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6F) notice of any Default or Event of Default; and (7G) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Secured Parties now have or may hereafter have against, any other guarantor of the Guaranteed Obligations or any third party, or against any Collateral provided by such other Guarantors guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of any other guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof; (aA) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other LendersSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the any other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other Guarantors’ obligations guarantor of the Guaranteed Obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (dD) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations ​ shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (aA) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (bB) any election by the Administrative Agent and the other Lenders Secured Parties under the Bankruptcy Codeany provision of any state or federal bankruptcy, insolvency or similar law to limit the amount of, or any collateral Collateral securing, its claim against the Subsidiary Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed ObligationsIndebtedness; (3) notice of the amount of the Guaranteed ObligationsIndebtedness, subject, however, to each Guarantor’s 's right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations Indebtedness at any reasonable time; (4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; 's risk (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Secured Parties have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations Indebtedness shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations Indebtedness or any security therefor; and (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s 's and the other Lenders’ Secured Parties' rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed ObligationsIndebtedness; (3) any discharge of the other Guarantors’ ' obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s 's and the other Lenders’ Secured Parties' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunderIndebtedness; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled "Bankruptcy", as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.:

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofunder the Loan Documents; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein Without limitation of any other provision of this Guaranty (including the waivers, acknowledgments and agreements set forth in Sections 5 and 7 hereof), Guarantor further waives: (i) any defense to the contraryrecovery by Lender against Guarantor of any deficiency or otherwise to the enforcement of this Guaranty or any security for this Guaranty based upon Lender’s election of any remedy against Guarantor or Borrower, each including the defense to enforcement of this Guaranty (the so-called “Gradsky” defense) which, absent this waiver, Guarantor would have by virtue of an election by Lender to conduct a non-judicial foreclosure sale (also known as a “trustee’s sale”) of any real property security for the Loan, it being understood by Guarantor that any such non-judicial foreclosure sale will destroy, by operation of California Code of Civil Procedure (“CCP”) Section 580d, all rights of any party to a deficiency judgment against Borrower and, as a consequence, will destroy all rights that Guarantor would otherwise have (including the right of subrogation, the right of reimbursement, and the right of contribution) to proceed against Borrower; (ii) any defense or benefits that may be derived from CCP Sections 580a, 580b, 580d or 726, or comparable provisions of the Guarantors hereby absolutelylaws of any other jurisdiction and all other anti-deficiency and one form of action defenses under the laws of California and any other jurisdiction; and (iii) any right to a fair value hearing under CCP Section 580a, unconditionally, knowingly, and expressly waivesor any other similar law, to determine the fullest extent permitted size of any deficiency owing (for which Guarantor would be liable hereunder) following a non-judicial foreclosure sale. (a) Without limitation of this Section 6 or any other provision of this Guaranty, Guarantor waives all rights and defenses that Guarantor may have because the Loan is secured by lawreal property. This means, among other things: (i) That Lender may collect from Guarantor without first foreclosing on any right it may have to revoke this Guaranty as to future indebtedness real or notice of acceptance hereof;personal property collateral pledged by Borrower; and (ii) If Lender forecloses on any real property collateral pledged by Borrower: (1A) notice of acceptance hereof; (2) notice of any Loans, Facility LCs or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed ObligationsLoan may be reduced only by the price for which that collateral is sold at the foreclosure sale, subject, however, to each Guarantor’s right to make inquiry of even if the Administrative Agent and collateral is worth more than the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Defaultsale price; and (7B) all other notices (except Lender may collect from Guarantor even if such notice Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) an unconditional and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust irrevocable waiver of any rights and remedies which the Administrative Agent and the other Lenders has or defenses that Guarantor may have againstbecause the Loan is secured by real property. These rights and defenses include, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) but are not limited to, any rights to assert against the Administrative Agent and the other Lenders defense (legal or equitable)defenses based upon CCP Sections 580a, set-off580b, counterclaim580d, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; 726. (b) any defense, set-off, counterclaim, or claim, Guarantor waives all rights and defenses arising out of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Administrative Agent Loan, has destroyed Guarantor’s rights of subrogation and the Lenders; reimbursement against Borrower by operation of CCP Section 580d or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantorsotherwise. (vic) Without Until the Guaranteed Obligations have been paid or discharged in full, Guarantor waives Guarantor’s rights of subrogation and reimbursement, including (i) any defenses Guarantor may have by reason of an election of remedies by Lender, and (ii) any rights or defenses Guarantor may have by reason of protection afforded to Borrower with respect to the Loan, pursuant to the anti-deficiency or other laws of California limiting or discharging Borrower’s obligations, including CCP Sections 580a, 580b, 580d or 726. (d) Until the Guaranteed Obligations have been paid or discharged in full, Guarantor waives notice of acceptance of this Guaranty, any rights, defenses and benefits that may be derived from Sections 2787 to 2855, inclusive, of the California Civil Code or comparable provisions of the laws of any other jurisdiction, and all other suretyship defenses Guarantor would otherwise have under the laws of California or any other jurisdiction. (e) No provision or waiver in this Guaranty shall be construed as limiting the generality of the foregoing, each any other provision or waiver contained in this Guaranty. All of the Guarantors hereby expressly waives any waivers contained herein are irrevocable and all benefits unconditional and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein are intentionally and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether freely made by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this GuarantyGuarantor.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, waives to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereofarising under the Loan Documents; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s 's right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s 's risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s 's and the other Lenders’ Holders of Guaranteed Obligations' rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ ' obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s 's and the other Lenders’ Holders of Guaranteed Obligations' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby Cal Ex absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligationsobligations under this Agreement; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each GuarantorCal Ex’s right to make inquiry of the Administrative Agent and the Lenders Bank to ascertain the amount of the Guaranteed Obligations such obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such GuarantorCal Ex’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default “Default” or “Event of Default” under the Loan Documents; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor Cal Ex hereunder or under the other Loan Documents) and demands to which each Guarantor Cal Ex might otherwise be entitled; (iiib) its right, if anyunder Sections 2845 or 2850 of the California Civil Code, or otherwise, to require the Administrative Agent and the other Lenders Bank to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Bank has or may have against, the other Guarantors Borrower or any third party; and each Guarantor , or against any collateral for the Obligations provided by Borrower, or any third party. Cal Ex further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors Borrower or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors Borrower in respect thereof; (a1) any rights to assert against the Administrative Agent and the other Lenders Bank any defense (legal or and equitable), set-off, counterclaim, or claim which such Guarantor Cal Ex may now or at any time hereafter have against the other Guarantors Borrower or any other party liable to the Administrative Agent and the other LendersBank; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c3) any defense such Guarantor Cal Ex has to performance hereunder, and any right such Guarantor Cal Ex has to be exoneratedexonerated provided by Sections 2819, 2822, or 2825 of the California Civil Code, or otherwise, arising by reason of: (1) the impairment or suspension of the Administrative AgentBank’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed ObligationsBorrower; (2) the alteration by the Administrative Agent and the other Lenders Bank of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ Borrower’s obligations to the Administrative Agent and the other Lenders Bank by operation of law as a result of the Administrative AgentBank’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Bank of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such GuarantorCal Ex’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such GuarantorCal Ex’s liability hereunder; and; (vd) any defense arising by reason of or deriving from (ai) any claim or defense based upon an election of remedies by Bank including any defense based upon an election of remedies by Bank under the Administrative Agent provisions of Sections 580a, 580b, 580d, and 726 of the LendersCalifornia Code of Civil Procedure or any similar law of California or any other jurisdiction; or (bii) any election by the Administrative Agent and the other Lenders Bank under Section 1111(b) of the Bankruptcy Code, Code to limit the amount of, or any collateral securing, its claim against the Guarantors.Cal Ex. Pursuant to California Civil Code Section 2856(b): CAL EX WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A GUARANTEED OBLIGATION, HAS DESTROYED CAL EX’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST BORROWER BY THE OPERATION OF SECTION 580(D) OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHERWISE; (vie) Without limiting all rights and defenses that Cal Ex may have because the generality Obligations. This means, among other things: (1) Bank may collect from Cal Ex without first foreclosing on any real or personal property collateral pledged by Borrower; and (2) if Bank forecloses on any real property collateral pledged by Borrower: (A) the amount of the foregoingObligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, each even if the collateral is worth more than the sale price; and (B) Bank may collect from Cal Ex even if Bank, by foreclosing on the real property collateral, has destroyed any right Cal Ex may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Cal Ex may have because the Obligations. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the Guarantors hereby expressly waives any and all benefits and defenses under California Code of Civil Procedure; (f) (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale any right of subrogation Cal Ex has or may have as against Borrower with respect to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), Obligations; (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ any right to recover a deficiency judgment proceed against Borrower or any other Person, now or hereafter, for contribution, indemnity, reimbursement, or any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which Cal Ex may now have or hereafter have as against Borrower with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), the Obligations; and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders any right to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust proceed or security agreement seek recourse against or with respect to any property or all asset of the real or personal property secured thereby Borrower; and (if any)g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, whether by the exercise of the power of sale contained thereinCAL EX HEREBY ABSOLUTELY, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosureKNOWINGLY, Guarantors shall remain bound under this GuarantyUNCONDITIONALLY, AND EXPRESSLY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580C, 580D, AND 726, CALIFORNIA UNIFORM COMMERCIAL CODE SECTIONS 3116, 3118, 3119, 3419, AND 3605, AND CHAPTER 2 OF TITLE 14 OF PART 4 OF DIVISION 3 OF THE CALIFORNIA CIVIL CODE.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, irrevocably, unconditionally, knowingly, and expressly waives, waives to the fullest maximum extent permitted by applicable law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents Documents, any Swap Agreement or any Banking Services Agreement or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed ObligationsObligations or any change to such amount, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower, or of any material information pertinent to the Borrower or any Collateral, or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents, Swap Agreements and Banking Services Agreements; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents, the applicable Swap Agreement or the applicable Banking Services Agreement) and demands to which each such Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Secured Parties has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid Paid in full in cashFull) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validitylegality, validity or enforceability of the Guaranteed Obligations or any part thereof or any present or future security thereforor collateral therefor (in each case other than the defense that the Guaranteed Obligations have been Paid in Full); (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed ObligationsObligations (in each case other than the defense that the Guaranteed Obligations have been Paid in Full); or the failure of the Administrative Agent and the other Secured Parties to accord such Guarantor the protections afforded a debtor under Article 9 of the applicable UCC or the taking of any action that otherwise prejudices such Guarantor; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer defers or delay delays the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties, including an election that may impair the subrogation rights of such Guarantor against the Borrower or that may impair the value of any Collateral; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under Section 1111(b) of Title 11 of the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Secured Parties has or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashcash or satisfaction of the Final Release Conditions) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or the Borrower or any other party liable to the Administrative Agent and the other LendersSubsidiary; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the LendersSecured Parties; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.​

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1A) notice of acceptance hereof; (2B) notice of any Loans, Facility LCs or other financial accommodations made or extended maintained under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3C) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4D) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary Guarantor’s risk hereunder; (5E) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6F) notice of any Default or Event of Default; and (7G) all other notices (except if such notice is specifically required to be given to such Subsidiary Guarantor hereunder under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Secured Parties now have or may hereafter have against, any other guarantor of the Guaranteed Obligations or any third party, or against any collateral provided by such other Guarantors guarantors or any third party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of any other -161- 4882-5123-7900 v.12 guarantor of the other Guarantors Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the other Guarantors Guaranteed Obligations in respect thereof; (aA) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the other Guarantors Guaranteed Obligations or any other third party liable to the Administrative Agent and the other LendersSecured Parties; (bB) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (cC) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the any other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.;

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs Letters of Credit or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Obligations under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashor satisfaction of the Final Release Conditions) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1a) notice of acceptance hereof; (2b) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4d) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6f) notice of any Default or Event of Default; and (7g) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Holders of Guaranteed Obligations to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (iv) (a) any rights to assert against the Administrative Agent and the other Lenders Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersHolders of Guaranteed Obligations (other than Payment and Termination in Full); (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other LendersHolders of Guaranteed Obligations’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Lenders Holders of Guaranteed Obligations under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs Loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Guaranteed Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Guaranteed Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Guaranteed Parties has or may have against, the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cash) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a1) any rights to assert against the Administrative Agent and the other Lenders Guaranteed Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersGuaranteed Parties unless due to the gross negligence or willful misconduct of the Administrative Agent or such Guaranteed Party as determined by a court of competent jurisdiction in a final non-appealable judgment; (b2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security thereforObligations; (c3) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1A) the impairment or suspension of the Administrative Agent’s and the other LendersGuaranteed Parties’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2B) the alteration by the Administrative Agent and the other Lenders Guaranteed Parties of the Guaranteed Obligations; (3C) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Guaranteed Parties by operation of law as a result of the Administrative Agent’s and the other LendersGuaranteed Parties’ intervention or omission; or (4D) the acceptance by the Administrative Agent and the other Lenders Guaranteed Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d4) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the LendersGuaranteed Parties; or (b) any election by the Administrative Agent and the other Lenders Guaranteed Parties under the Bankruptcy Code, to limit the amount of, or any collateral securing, of its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs the Letter of Credit or other financial accommodations made or extended under the Loan Guaranteed Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders other Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Guaranteed Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Guaranteed Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to proceed against the Guarantors in any particular order, to allocate the Guaranteed Obligations in any manner between the Guarantors, or to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders Secured Parties has or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashcash pursuant to the terms of the Guaranteed Documents) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other LendersSecured Parties’ rights or remedies against the other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders Secured Parties of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other LendersSecured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under the Bankruptcy Code, to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting . Notwithstanding the generality terms of this Section 5, each Guarantor does not waive its right to any release or discharge in connection with the payment in full of the foregoingGuaranteed Obligations pursuant to Section 4, each subject to the reinstatement provisions set forth in Section 4, and the failure of Lender to provide such Guarantor notice that payment or performance of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound Guaranteed Obligations is owed under this Guaranty.

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law: (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents and the other Secured Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the Borrower or any other Person or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Secured Documents; (6) notice of any Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled; (iii) its right, if any, to require the Administrative Agent and the other Lenders Secured Parties to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has Secured Parties have or may have against, the other Guarantors or any third party, or against any Collateral provided by the other Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; (a) any rights to assert against the Administrative Agent and the other Lenders Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other LendersSecured Parties; (b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ Secured Parties' rights or remedies against the other guarantor Guarantors; the alteration by the Agent and the other Secured Parties of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders Secured Parties by operation of law as a result of the Administrative Agent’s and the other Lenders’ Secured Parties' intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; and (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lendersother Secured Parties; or (b) any election by the Administrative Agent and the other Lenders Secured Parties under Section 1111(b) of Title 11 of the Bankruptcy CodeUnited States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.:

Additional Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives, to the fullest extent permitted by law::  (i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; (ii) (1) notice of acceptance hereof; (2) notice of any Loans, Facility LCs loans or other financial accommodations made or extended under the Loan Documents or the creation or existence of any Guaranteed Obligations; (3) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of the Administrative Agent and the Lenders to ascertain the amount of the Guaranteed Obligations at any reasonable time; (4) notice of any adverse change in the financial condition of the any Borrower or of any other fact that might increase such Guarantor’s risk hereunder; (5) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (6) notice of any Unmatured Default or Event of Default; and (7) all other notices (except if such notice is specifically required to be given to such Guarantor hereunder or under the other Loan Documents) and demands to which each Guarantor might otherwise be entitled;;  (iii) its right, if any, to require the Administrative Agent and the other Lenders to institute suit against, or to exhaust any rights and remedies which the Administrative Agent and the other Lenders has have or may have against, the other Guarantors or any third party, or against any collateral provided by the other Guarantors or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid in full in cashpaid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof;;  (iv) (a) any rights to assert against the Administrative Agent and the other Lenders any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Lenders; (b) any defense, set-off, counterclaim, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, validity or enforceability of the Guaranteed Obligations or any security therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: (1) the impairment or suspension of the Administrative Agent’s and the other Lenders’ rights or remedies against the other guarantor of the Guaranteed ObligationsGuarantors; (2) the alteration by the Administrative Agent and the other Lenders of the Guaranteed Obligations; (3) any discharge of the other Guarantors’ obligations to the Administrative Agent and the other Lenders by operation of law as a result of the Administrative Agent’s and the other Lenders’ intervention or omission; or (4) the acceptance by the Administrative Agent and the other Lenders of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such Guarantor’s 's liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s 's liability hereunder; andand  (v) any defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the Lenders; or (b) any election by the Administrative Agent and the other Lenders under Section 1111(b) of the Bankruptcy Code, Code to limit the amount of, or any collateral securing, its claim against the Guarantors. (vi) Without limiting the generality of the foregoing, each of the Guarantors hereby expressly waives any and all benefits and defenses under (i) CCP Section 580a (which Section, if Guarantors had not given this waiver, would otherwise limit Guarantors’ liability after a nonjudicial foreclosure sale to the difference between the obligations guaranteed herein and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) CCP Sections 580b and 580d (which Sections, if Guarantors had not given this waiver, would otherwise limit Administrative Agent’s and Lenders’ right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) CCP Section 726 (which Section, if Guarantors had not given this waiver, among other things, would otherwise require Administrative Agent and Lenders to exhaust all of its security before a personal judgment may be obtained for a deficiency). Notwithstanding any foreclosure of the lien of any deed of trust or security agreement with respect to any or all of the real or personal property secured thereby (if any), whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantors shall remain bound under this Guaranty.