Common use of Certain Waivers; etc Clause in Contracts

Certain Waivers; etc. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes issued hereunder, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Article 11, to any other provision of this Agreement or to the Obligations.

Certain Waivers; etc. The Guarantors hereby expressly waive (to the extent permitted by applicable Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Term Notes issued hereunder, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person Person at any time of any right or remedy against the Borrower or against any other person Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives (to the extent permitted by Law) any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Article 11, to any other provision of this Agreement or to the Obligations.

Certain Waivers; etc. The Guarantors Effective upon the Closing, each Company Holder hereby expressly waive diligenceirrevocably waives, presentmentreleases and discharges Parent, demand the Surviving Corporation and their respective Affiliates from any and all liabilities and obligations to it, in connection with such Company Holder’s relationship with Company (whether in its capacity as a shareholder, manager, member, officer or director of paymentCompany or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification)), protest andin each case whether absolute or contingent, to the extent permitted by Lawliquidated or unliquidated, all notices whatsoeverknown or unknown, and whether arising under any requirement agreement or understanding or otherwise at law or equity (the “Released Claims”), and each Company Holder agrees that it shall not seek to recover any Secured Party exhaust amounts in connection therewith or thereunder from Parent, the Surviving Corporation or any rightof their respective Affiliates; provided, power however, that nothing contained herein shall operate to release, and the Released Claims shall not include (i) any rights or remedy claims available to it under this Agreement, the Related Agreements or proceed against any other agreement entered into by the Borrower under undersigned in connection with the execution of this Agreement or the Notes issued hereunder, if any, Merger; (ii) rights to continuing indemnification under the Charter Documents or any indemnification agreement between Company and such Company Holders; and (iii) any rights to receive salaries, bonuses, expenses or other agreement payments or instrument referred compensation, unreimbursed claims under health and welfare plans and the entitlement to herein continuation coverage benefits or thereinother similar benefits required to be provided by Law. In no event shall Parent, the Surviving Corporation or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, their respective Affiliates have any liability whatsoever to the extent permitted by Law, any and all notice Company Holder (or any Affiliate of any Company Holder) for breaches of the creationrepresentations, renewalwarranties, extensionagreements or covenants of Company hereunder. For the avoidance of doubt, waiverfor purposes of this Section 8.3(h), termination “Affiliates” shall not include any portfolio company or accrual limited partner of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as Company Holder that is a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Article 11, to any other provision of this Agreement or to the Obligationsventure capital fund.

Certain Waivers; etc. The Guarantors Except as specifically provided below, HRSI hereby expressly waive diligenceagrees that it shall not make any claim for indemnification against Buyer, presentmentthe Company or any of its respective Affiliates by reason of the fact HRSI is or was a shareholder, director, officer, employee or agent of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of payment, protest and, the Buyer Parties against HRSI or the Stockholder pursuant to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or applicable law or otherwise, and HRSI and the Notes issued hereunder, if any, Stockholder hereby acknowledge and agree that they shall not have any claim or right to contribution or indemnity from the Company or any other of its Affiliates with respect to any amounts paid by them pursuant to this Agreement or otherwise. Effective upon the Closing, HRSI and the Stockholder hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to them of any kind or nature whatsoever, whether in their capacity as a shareholder, officer or director of the Company or any of their Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company, as applicable, for periods after the Company’s last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or instrument referred to herein or therein, or against any understanding (other person under any other guarantee of, or security for, than this Agreement and any of the Guaranteed Obligationsother agreements executed and delivered in connection herewith) or otherwise at law or equity, and HRSI and the Stockholder agree that they shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. The Guarantors waive, In no event shall the Company or any of its Affiliates have any liability whatsoever to HRSI or the extent permitted by Law, Stockholder for any and all notice breaches of the creationrepresentations, renewalwarranties, extensionagreements or covenants of the Company hereunder, waiver, termination and in any event HRSI or accrual of the Stockholder may not seek contribution from the Company or any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable its Affiliates in respect of all any payments required to be made by HRSI or the Stockholder pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, nothing in this Agreement (including this Section 7.2(e)) shall prohibit HRSI or the Stockholder from making a claim for indemnification against Buyer or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms Affiliates (other than the Company) if it results from an action or claim based upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are fraud or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Article 11, to any other provision of this Agreement or to the Obligationsintentional misrepresentation.

Certain Waivers; etc. The Guarantors Each Seller hereby expressly waive diligenceagrees that such Seller shall not make any claim for indemnification against Holdings, presentmentBuyer, the Company or any of their respective Affiliates by reason of the fact that such Seller is or was a equityholder, employee, manager, director or agent of the Company or any of its Subsidiaries or Affiliates or is or was serving at the request of the Company or any of its Affiliates as a partner, trustee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of payment, protest and, the Buyer Parties against Sellers pursuant to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that such Seller shall not have any claim or right to contribution or indemnity from the Notes issued hereunder, if any, Company or any other of its Affiliates with respect to any amounts paid by it pursuant to this Agreement or otherwise. Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to him or her of any kind or nature whatsoever which are related to any facts, circumstances, events or conditions prior to the Closing, whether in his or her capacity as a unitholder of the Company or any of its Subsidiaries or Affiliates or otherwise (including in respect of any rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or instrument referred to herein or therein, or against any understanding (other person under any other guarantee of, or security for, than this Agreement and any of the Guaranteed Obligations. The Guarantors waive, other agreements executed and delivered in connection herewith and other than compensation paid to the extent permitted by LawSellers in the ordinary course of business) or otherwise at law or equity, and each Seller agrees that such Seller shall not seek to recover any and all notice amounts in connection therewith or thereunder from the Company or any of its Affiliates. Notwithstanding the foregoing, Sellers who were directors, officers or managers of the creation, renewal, extension, waiver, termination Company or accrual any of its Subsidiaries at any time prior to the Closing shall not release the Company with respect to any deductibles to be paid under any of the Guaranteed Obligations and notice of Run-Off Insurance Policies or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Pre-Closing D&O Liability. The Buyer Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit entitled to indemnification for any deductibles paid by the Secured Parties Buyer or any other person at of its Affiliates under any time of the Run-Off Insurance Policies. In no event after the Closing shall the Company or any right of its Affiliates have any liability whatsoever to any of the Sellers for any breaches of the representations, warranties, agreements or remedy against covenants of the Borrower Company hereunder, and in any event none of the Sellers may seek contribution from the Company or against any other person which may be of its Subsidiaries or become liable Affiliates in respect of all or any part of payments required to be made after the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it Closing by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable Sellers pursuant to this Article 11, to any other provision of this Agreement or to the ObligationsAgreement.

Certain Waivers; etc. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Term Notes issued hereunder, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Article 11, to any other provision of this Agreement or to the Obligations.

Certain Waivers; etc. The Guarantors Each Seller hereby expressly waive diligenceagrees that it shall not make any Claim for indemnification against Buyer, presentmentthe Company or any of their respective Affiliates solely by reason of the fact that such Seller was a stockholder of the Company (whether such Claim is pursuant to any statute, demand Governing Document or otherwise) with respect to any Proceeding or Claim brought by any of payment, protest and, the Buyer Indemnitees against such Seller pursuant to the extent permitted by Law, all notices whatsoeverthis ARTICLE XI, and such Seller hereby acknowledges and agrees that it shall not have any requirement that Claim or right to contribution or indemnity from the Company with respect to any Secured Party exhaust any rightamounts paid by it pursuant to this ARTICLE XI. Except with respect to, power or remedy or proceed against the Borrower under and as otherwise provided in, this Agreement or the Notes issued hereundercertificates and agreements delivered in connection with this Agreement, if anyincluding the agreements and documents to be entered into in connection with the Repurchase Transactions, or any other agreement or instrument referred to herein or thereineffective upon the Closing, or against any other person under any other guarantee ofeach Seller hereby irrevocably waives, or security for, any of releases and discharges the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, Company from any and all notice liabilities that have arisen, occurred or accrued on or prior to the Closing Date of any kind or nature whatsoever, whether in the capacity as a stockholder of the creation, renewal, extension, waiver, termination Company or accrual otherwise (including in respect of any rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding or otherwise at Law or in equity, and each Seller agrees that it shall not seek to recover any amounts in connection therewith or thereunder from the Company. Except with respect to, and as otherwise provided in, this Agreement or the certificates and agreements delivered in connection with this Agreement, including the agreements and documents to be entered into in connection with the Repurchase Transactions, effective upon the Closing, the Company hereby irrevocably waives, releases and discharges each of the Guaranteed Obligations Sellers from any and notice all liabilities that have arisen, occurred or accrued on or prior to the Closing Date of any kind or proof nature whatsoever (including in respect of reliance by any Secured Party upon this Guarantee rights of contribution or acceptance of this Guaranteeindemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding or otherwise at Law or in equity, including any and all liabilities arising under the Repurchase Agreements, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder Company agrees that it shall not be conditioned seek to recover any amounts in connection therewith or contingent upon thereunder from the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Article 11, to any other provision of this Agreement or to the ObligationsSellers.

Certain Waivers; etc. The Guarantors hereby No delay on the part of the Assignee in exercising any power of sale, lien, option, or other right hereunder, and no notice or demand which may be given to or made upon Assignor with respect to any power of sale, lien, option or other right hereunder, shall constitute a waiver thereof, or limit or impair the right of the Assignee to take any action or to exercise any power of sale, lien, option or any other right under this Assignment or otherwise, nor shall any single or partial exercise thereof, or the exercise of any power, lien, option or any other right under this assignment or otherwise, all without notice or demand except as expressly waive diligenceprovided herein, presentmentconstitute a waiver thereof, demand nor shall any of payment, protest andthe same prejudice the Assignee’s rights against Assignor in any respect. Each and every remedy of the Assignee shall, to the extent permitted by Lawlaw, all notices whatsoeverbe cumulative and shall be in addition to any other remedy given hereunder or under the Loan, or under any other obligation secured hereby, or under any other instrument now or hereafter existing, or at law or in equity or by statute. The Assignee shall have no duty or obligation to satisfy the Obligations out of any other property, or pursuant to any other pledge, undertaking or security relating to the Obligations, and the Assignee may realize on the Assigned Agreement and other Cuba Business Collateral and any requirement that other security available to it in such order or concurrently as it may see fit, and the Assignee will not be required to take any Secured Party exhaust any rightrecourse against Assignor, power or remedy or proceed against the Borrower under this Agreement or the Notes issued hereunder, if anyGulfstream, or any other agreement person or instrument referred persons before realizing on the Assigned Agreement and other Cuba Business Collateral hereunder. At any sale made pursuant hereto or pursuant to herein any Obligation, the Assignee may bid for or thereinpurchase, free from any right of redemption on the part of Assignor (all said rights being also hereby waived and released), any part of or all the Collateral offered for sale, and the Assignee may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability therefor. Assignee may at any time and from time to time (whether before or after revocation or termination of this Assignment), without notice to Assignor, without incurring responsibility to Assignor, without impairing, releasing, or against otherwise affecting the obligations of Assignor in whole or in part and without the endorsement or execution by Assignor of any other person under any other guarantee additional consent, waiver, or agreement: (a) change the manner, place, or terms of payment of, change, extend the time of, renew, or security foralter, any of the Guaranteed Obligations. The Guarantors waiveObligations or any installments thereof, or any other security therefor or any guaranty thereof; (b) loan additional monies or extend additional credit to Gulfstream, individually or jointly with other persons, with or without security, thereby creating new liabilities the payment of which may or shall be secured hereby, and the collateral herein provided shall secure the Obligations to the extent permitted by Lawso changed, extended, renewed, increased, or otherwise altered; (c) sell, exchange, release, surrender, realize upon, or otherwise deal with in any manner and all notice in any order any guaranties or any property at any time pledged or mortgaged to secure the Obligations and any offset thereagainst; (d) take and hold additional security or guaranties for the Obligations; (e) exercise or refrain from exercising any rights against Gulfstream or others (including Assignor) or act or refrain from acting in any other manner; (f) settle or compromise any of the creationObligations, renewalor any portion thereof, extensionand in any order, waiveror any security or guaranty therefor, termination and may subordinate the payment of all or accrual any part thereof to the payment of any of the Guaranteed Obligations (whether or not due) of Gulfstream to creditors of Gulfstream other than Assignee and notice Assignor; and (g) apply any sums from any sources to any of the Obligations, or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guaranteeportion thereof, and the Guaranteed Obligationsin any order, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time remaining unpaid. No invalidity, irregularity, or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect unenforceability of all or any part of the Guaranteed Obligations Obligations, or against any collateral portion thereof, or insufficiency, invalidity, irregularity, or unenforceability of any security or guarantee guaranty therefor shall affect, impair, or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and a defense to the extent assignment, pledge, grant of a security interest, or mortgage contained herein. Assignor waives any duty on Assignee’s part (should such duty exist) to disclose to Assignor any matter, fact, or thing related to the business operations or condition (financial or otherwise) of Gulfstream or its affiliates or property, whether now or hereafter known by Assignee. Assignee shall have no duty to disclose to Assignor the difference, if any, between the terms which were initially proposed for any Obligation and which were presumably disclosed to, or known by Assignor, and the actual terms of the Obligation, as executed, including but not limited to the existence or amount of guaranties or security therefor. Assignor agrees that any lack of knowledge of Assignor as to such matters will not impair, release, or otherwise affect the obligations of Assignor under this Assignment. Any and all claims of Assignor against Gulfstream or any of its terms upon the Guarantors and the successors and permitted assigns thereofproperty, and shall inure whether through subrogation to the benefit rights of the Secured PartiesAssignee hereunder or otherwise, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Article 11, to any other provision of this Agreement or to the Obligationshereby waived.

Certain Waivers; etc. The Guarantors Each of Parent and Seller hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and agree that it shall not make any requirement that any Secured Party exhaust any right, power or remedy or proceed claim for indemnification against the Borrower under Buyer, the Target or any of their respective Affiliates by reason of the fact that the Parent or Seller are or were, directly or indirectly, equityholders of the Target or any of its Subsidiaries (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Buyer Parties against the Seller or Parent pursuant to this Agreement or applicable law or otherwise, and each of the Notes issued hereunder, if any, Parent and Seller hereby acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from the Target or any other of its Affiliates with respect to any amounts paid by it pursuant to this Agreement or otherwise. Effective upon the Closing, each of the Parent and Seller hereby irrevocably waives, releases and discharges the Target and its Subsidiaries from any and all liabilities and obligations to it of any kind or nature whatsoever, whether in its capacity as a stockholder of the Target or any of its Subsidiaries or otherwise (including in respect of any rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or instrument referred to herein or therein, or against any understanding (other person under any other guarantee of, or security for, than this Agreement and any of the Guaranteed Obligationsother agreements executed and delivered in connection herewith) or otherwise at law or equity, and each of the Seller and Parent agrees that it shall not seek to recover any amounts in connection therewith or thereunder from the Target or any of its Subsidiaries. The Guarantors waiveIn no event shall the Buyer, Target or any of their respective Subsidiaries have any liability whatsoever to the extent permitted by Law, Seller or Parent for any and all notice breaches of the creationrepresentations, renewalwarranties, extensionagreements or covenants of the Target hereunder, waiverand in any event none of the Seller or Parent may seek contribution or indemnification from the Buyer, termination Target or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable their respective Subsidiaries in respect of all any payments required to be made by either Seller or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable Parent pursuant to this Article 11, to any other provision of this Agreement or to the ObligationsAgreement.

Certain Waivers; etc. The Guarantors Each Seller hereby expressly waive diligenceagrees that he or she shall not make any claim for indemnification against Buyer, presentmentthe Company or any of their respective Affiliates by reason of the fact that such Seller is or was a shareholder, director, officer, employee or agent of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of payment, protest and, the Buyer Parties against such Seller pursuant to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that he or she shall not have any claim or right to contribution or indemnity from the Notes issued hereunder, if any, Company or any other of its Affiliates with respect to any amounts paid by him or her pursuant to this Agreement or otherwise. Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to him or her of any kind or nature whatsoever, whether in his or her capacity as a shareholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification but excluding compensation otherwise payable as an employee of the Company), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or instrument referred to herein or therein, or against any understanding (other person under any other guarantee of, or security for, than this Agreement and any of the Guaranteed Obligationsother agreements executed and delivered in connection herewith) or otherwise at law or equity, and each Seller agrees that he or she shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. The Guarantors waive, In no event shall the Company or any of its Affiliates have any liability whatsoever to the extent permitted by Law, any and all notice Seller for any breaches of the creationrepresentations, renewalwarranties, extensionagreements or covenants of the Company hereunder, waiver, termination and in any event no Seller may seek contribution from the Company or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable its Affiliates in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and payments required to be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it made by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable a Seller pursuant to this Article 11, to any other provision of this Agreement or to the ObligationsAgreement.

Certain Waivers; etc. The Guarantors Seller hereby expressly waive diligenceagrees that he shall not make any claim for indemnification against Buyer, presentmentthe Company or any of their respective Affiliates by reason of the fact that Seller is or was a stockholder, director, officer, employee or agent of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of payment, protest and, the Buyer Parties against Seller pursuant to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or applicable law or otherwise, and Seller hereby acknowledges and agrees that he shall not have any claim or right to contribution or indemnity from the Notes issued hereunder, if any, Company or any other of its Affiliates with respect to any amounts paid by him pursuant to this Agreement or otherwise. Effective upon the Closing, Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his capacity as a stockholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification but excluding compensation otherwise payable as an employee of the Company, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or instrument referred to herein or therein, or against any understanding (other person under any other guarantee of, or security for, than this Agreement and any of the Guaranteed Obligationsother agreements executed and delivered in connection herewith) or otherwise at law or equity, and Seller agrees that he shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. The Guarantors waive, In no event shall the Company or any of its Affiliates have any liability whatsoever to the extent permitted by Law, Seller for any and all notice breaches of the creationrepresentations, renewalwarranties, extensionagreements or covenants of the Company hereunder, waiver, termination and Seller shall not in any event seek contribution from the Company or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable its Affiliates in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and payments required to be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it made by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable Seller pursuant to this Article 11, to any other provision of this Agreement or to the ObligationsAgreement.

Certain Waivers; etc. The Guarantors Each Seller on behalf of itself and its Affiliates, and each of their respective heirs, successors, assigns, descendants, and beneficiaries (each, a "Releasing Party") hereby expressly waive diligenceirrevocably waives, presentmentreleases and discharges the Company and its Affiliates (including, demand after the Closing, Buyer, the Surviving Corporation and their Affiliates) and each of paymenttheir respective directors, protest andofficers, employees, members, managers, equityholders and partners (each, a "Released Party"), to the maximum extent permitted by applicable Law, from any and all notices Liabilities to such Releasing Parties of any kind or nature whatsoever, that such Releasing Party may have had, known or unknown, at any time through and including the Closing Date, whether in the capacity as a direct or indirect equityholder, as a director, officer or employee of the Company or otherwise and whether arising under any requirement agreement or understanding or otherwise at law or in equity, and each Seller agrees on behalf of itself and its Releasing Parties that no such Seller or such Releasing Party shall seek to recover any Secured Party exhaust amounts in connection therewith or thereunder from any rightof the Released Parties; provided, power that the foregoing shall not apply to (a) claims in respect of any obligation of the Company under its organizational or remedy governing documents to indemnify such Seller in accordance with the terms thereof or proceed against any insurance policy of the Borrower Company providing for coverage with respect thereto, (b) claims arising under or obligations of Buyer set forth in this Agreement or the Notes issued hereunderAncillary Agreements or (c) any obligations to any Seller for salary or benefits with respect to such Seller's employment prior to the date hereof to the extent accrued in the Closing Net Working Capital. Notwithstanding the foregoing or anything else herein to the contrary, if any, in no event shall the Surviving Corporation or any of the other Released Parties have any Liability whatsoever to any Seller or any other agreement Releasing Party for any breaches (or instrument referred to herein matters causing or thereinconstituting breaches) of the representations, warranties, agreements or against covenants of Sellers hereunder, and in any other person under any other guarantee of, event Sellers may not seek contribution or security for, indemnification from the Surviving Corporation or any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured other Released Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and payments required to be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it made by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable Sellers pursuant to this Article 11, to any other provision of this Agreement or to the ObligationsAgreement.

Certain Waivers; etc. The Guarantors Without limiting any remedies against Sellers hereunder, the representations, warranties and covenants of the Company set forth herein shall terminate effective upon the Closing and shall be of no further force or effect. Each Seller hereby expressly waive diligenceagrees that such Seller shall not make any Claim for indemnification against Buyer, presentmentthe Company or any of their respective Affiliates by reason of the fact that such Seller is or was an equityholder the Company or is or was serving at the request of the Company as a partner, demand trustee or agent of paymentanother entity (whether such Claim is for judgments, protest anddamages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such Claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any Action brought by the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed Buyer Parties against the Borrower under Sellers pursuant to this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that such Seller shall not have any claim or right to contribution or indemnity from the Notes issued hereunderCompany with respect to any amounts paid by it pursuant to this Agreement or otherwise. Effective upon the Closing, if anyeach Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to him or her of any other kind or nature whatsoever, whether in his or her capacity as a stockholder of the Company or otherwise (including in respect of any rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or instrument referred to herein or therein, or against any understanding (other person under any other guarantee of, or security for, than this Agreement and any of the Guaranteed Obligationsother agreements executed and delivered in connection herewith) or otherwise at law or equity, and each Seller agrees that such Seller shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. The Guarantors waive, In no event shall the Company or any of its Affiliates have any liability whatsoever to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice Sellers for any breaches of the representations, warranties, agreements or proof covenants of reliance by any Secured Party upon this Guarantee or acceptance of this Guaranteethe Company hereunder, and the Guaranteed Obligations, and in any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities event none of the Guarantors hereunder shall not be conditioned or contingent upon Sellers may seek contribution from the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable Company in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and payments required to be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it made by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable Sellers pursuant to this Article 11Agreement. Additionally, the Buyer agrees not to bring any other provision action against the Sellers following the Closing alleging any breach of this Agreement or fiduciary duty owed by Sellers to the ObligationsCompany.

Certain Waivers; etc. The Guarantors Without limiting any remedies against Sellers hereunder, the representations, warranties, covenants and agreements of the Company set forth herein with respect to a Claim hereunder by a Seller shall terminate effective upon the Closing and shall be of no further force or effect. Each Seller hereby expressly waive diligenceagrees that, presentmentfrom and after the Closing, demand such Seller shall not make any claim for indemnification or otherwise against HealthSpring, Buyer, the Company or any of paymenttheir respective Affiliates by reason of the fact that such Seller was, protest andat any time prior to the Closing Date, an equityholder, director or officer of the Company or was, at any time prior to the Closing Date, serving at the request of the Company as a partner, trustee, manager, member, officer, director or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any Action brought by the Buyer Parties against Sellers pursuant to this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that such Seller shall not have any claim or right to contribution or indemnity from the Company with respect to any amounts paid by it pursuant to this Agreement or otherwise. Following the Closing Date, the Company will continue to indemnify and hold harmless each Seller, to the same extent permitted historically provided in the Articles of Incorporation or Bylaws of the Company, for any Action brought against such Seller by Lawreason of the fact that such Seller was an officer or director of the Company prior to Closing or was serving at the request of the Company as a partner, all notices whatsoevertrustee, and any requirement manager, member, officer or director of another Person unless such Action is (i) a derivative action brought by the shareholders or former shareholders of the Company or (ii) an Action that any Secured Party exhaust any right, power or remedy or proceed against is subject to indemnification pursuant to this Section 11. In no event shall the Borrower under this Agreement or the Notes issued hereunder, if any, Company or any other agreement or instrument referred of its Affiliates have any liability whatsoever to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, Sellers for any and all notice breaches of the creationrepresentations, renewalwarranties, extensionagreements or covenants of the Company hereunder, waiver, termination or accrual and in any event none of the Sellers may seek contribution from the Company in respect of any payments required to be made by any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable Sellers pursuant to this Article 11, to any other provision of this Agreement or to the ObligationsAgreement.

Certain Waivers; etc. The Guarantors Each Seller hereby expressly waive diligenceagrees that he shall not make any claim for indemnification against Buyer, presentmentthe Companies or any of their respective Affiliates by reason of the fact that such Seller is or was a shareholder, director, officer, employee or agent of the Companies or any of its Affiliates or is or was serving at the request of the Companies or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of payment, protest and, the Buyer Parties against such Seller pursuant to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or applicable law, and each Seller hereby acknowledges and agrees that he shall not have any claim or right to contribution or indemnity from the Notes issued hereunder, if any, Companies or any other of its Affiliates with respect to any amounts paid or to be paid by him pursuant to this Agreement or otherwise. Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges the Companies and its Affiliates from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his capacity as a shareholder, officer or director of the Companies or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification but excluding compensation otherwise payable as an employee of the Companies), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or instrument referred to herein or therein, or against any understanding (other person under any other guarantee of, or security for, than this Agreement and any of the Guaranteed Obligationsother agreements executed and delivered in connection herewith) or otherwise at law or equity, and each Seller agrees that he shall not seek to recover any amounts in connection therewith or thereunder from the Companies or any of its Affiliates. The Guarantors waive, In no event shall the Companies or any of its Affiliates have any liability whatsoever to the extent permitted by Law, any and all notice Seller for any breaches of the creationrepresentations, renewalwarranties, extension, waiver, termination agreements or accrual of any covenants of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Article 11, to any other provision of this Agreement or to the ObligationsCompanies hereunder.

Certain Waivers; etc. (a) The Guarantors Sellers hereby expressly waive diligenceagree not to (and shall cause their Affiliates and each Seller Indemnified Party not to) make any claim for indemnification against the Purchaser, presentment, demand NPC or any of payment, protest and, to their respective Affiliates by reason of the extent permitted by Law, all notices whatsoever, and any requirement fact that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes issued hereunder, if any, Seller or any Affiliate of any Seller or other Seller Indemnified Party is or was a shareholder, member, director, manager, officer, employee or agent of NPC or any of its Affiliates or is or was serving at the request of NPC or any of its Affiliates as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or instrument referred otherwise) with respect to herein any action, suit, proceeding, complaint, claim or therein, or against any other person under any other guarantee of, or security for, demand brought by any of the Guaranteed Obligations. The Guarantors waivePurchaser Indemnified Parties against any Seller pursuant to this Agreement, and each Seller (on its own behalf and on behalf of its Affiliates and each Seller Indemnified Party) hereby acknowledges and agrees that it, he or she shall not have any claim or right to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination contribution or accrual of indemnity from NPC or any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset its Affiliates with respect to the Guaranteed Obligations at any time amounts paid to any Purchaser Indemnified Party pursuant to this Article X. (b) Purchaser agrees that all rights to indemnification or from time to time held by Secured Parties, and the obligations and liabilities exculpation existing in favor of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time directors, officers, employees and agents of any right or remedy against the Borrower or against any other person which may be or become liable NPC and its Subsidiaries pursuant to and as provided in respect of all or any part such entities’ organizational documents as of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset Closing Date with respect thereto. This Guarantee to any matters occurring prior to the Closing Date, shall remain survive the Closing and shall continue in full force and effect and be binding in accordance with the terms of such provisions and applicable Law and that NPC and each Subsidiary will perform and discharge the obligations to provide such indemnity and exculpation following the Closing in accordance with such organizational documents and applicable Law. To the maximum extent of its terms upon the Guarantors and the successors and permitted assigns thereofby applicable Law, unless otherwise provided in such organizational documents, such indemnification shall be mandatory rather than permissive, and NPC and each Subsidiary, as applicable, shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided advance expenses in Section 10.07, the provisions of this Article 11 shall be governed by, and construed connection with such indemnification in accordance with, the laws of the State of New Yorkwith such company’s organizational documents. The foregoing waivers indemnification and the liability limitation or exculpation provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out such organizational documents of an abundance of caution, NPC and its Subsidiaries shall not be construed amended, repealed or otherwise modified after the Closing Date in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing Date or at any time prior to mean that the Closing Date, were directors, officers, employees or agents of NPC or any of its Subsidiaries, unless such modification is required by applicable Law. Notwithstanding anything to the contrary herein, this Section 10.08(b) shall not apply with respect to, and NPC, its Subsidiaries and the other Purchaser Indemnified Parties shall not have any obligations or liabilities under or in respect of any such indemnification or exculpation provisions in connection with, any of the above-matters referenced provisions of California law are in any way applicable to this Article 11, to any other provision of this Agreement or to the ObligationsSection 10.08(a).

Certain Waivers; etc. The Guarantors Each Company Holder hereby expressly waive diligenceagrees that it shall not (and shall cause its Affiliates not to) make any claim for indemnification against Parent, presentment, demand the Surviving Corporation or any of payment, protest and, to their respective Affiliates by reason of the extent permitted by Law, all notices whatsoever, and any requirement fact that any Secured Party exhaust Company Holder or any rightAffiliate of any Company Holder is or was a shareholder, power member, director, manager, officer, employee or remedy agent of the Company or proceed any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of the Indemnified Parties against the Borrower under Company Holder pursuant to this Agreement or applicable law or otherwise, and each Company Holder (on its own behalf and on behalf of its Affiliates) hereby acknowledges and agrees that it shall not have any claim or right to contribution or indemnity from the Notes issued hereunder, if any, Surviving Corporation or any other of its Affiliates with respect to any amounts paid by it pursuant to this Agreement or otherwise. Effective upon the Closing, each Company Holder (on its own behalf and on behalf of its Affiliates) hereby irrevocably waives, releases and discharges Parent, the Surviving Corporation and their respective Affiliates from any and all liabilities and obligations to it of any kind or nature whatsoever, whether in its capacity as a shareholder, manager, member, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or instrument referred to herein or therein, or against any understanding (other person under any other guarantee of, or security for, than this Agreement and any of the Guaranteed Obligationsother agreements executed and delivered by Parent or the Surviving Corporation as contemplated herein) or otherwise at law or equity, and each Company Holder agrees that it shall not (and that it shall cause its Affiliates not to) seek to recover any amounts in connection therewith or thereunder from Parent, the Surviving Corporation or any of their respective Affiliates. The Guarantors waiveIn no event shall Parent, the Surviving Corporation or any of their respective Affiliates have any liability whatsoever to the extent permitted by Law, any and all notice Company Holder (or any Affiliate of any Company Holder) for breaches of the creationrepresentations, renewalwarranties, extensionagreements or covenants of the Company hereunder, waiver, termination and no Company Holder shall (and shall cause its Affiliates not to) in any event seek contribution from the Surviving Corporation or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable its Affiliates in respect of all or any part of the Guaranteed Obligations or against payments required to be made by any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable Company Holder pursuant to this Article 11, to any other provision of this Agreement or to the ObligationsAgreement.

Certain Waivers; etc. The Guarantors Each Seller hereby expressly waive diligenceagrees that he shall not make any claim for indemnification against Buyer, presentmentthe Company or any of their respective Affiliates by reason of the fact that such Seller is or was a shareholder, director, officer, employee or agent of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of payment, protest and, the Buyer Parties against such Seller pursuant to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or applicable law or otherwise, and each Seller hereby acknowledges and agrees that he shall not have any claim or right to contribution or indemnity from the Notes issued hereunder, if any, Company or any other of its Affiliates with respect to any amounts paid by him pursuant to this Agreement or otherwise. Effective upon the Initial Closing, each Seller hereby irrevocably waives, releases and discharges the Company and its Affiliates from any and all liabilities and obligations to it or him of any kind or nature whatsoever, whether in his capacity as a shareholder, officer or director of the Company or any of its Affiliates or otherwise (including in respect of any rights of contribution or indemnification, but excluding compensation otherwise payable as an employee of the Company or any of its Subsidiaries for periods after the Company's last regularly scheduled pay period), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or instrument referred to herein or therein, or against any understanding (other person under any other guarantee of, or security for, than this Agreement and any of the Guaranteed Obligationsother agreements executed and delivered in connection herewith) or otherwise at law or equity, and each Seller agrees that he shall not seek to recover any amounts in connection therewith or thereunder from the Company or any of its Affiliates. The Guarantors waive, In no event shall the Company or any of its Affiliates have any liability whatsoever to the extent permitted by Law, any and all notice Seller for any breaches of the creationrepresentations, renewalwarranties, extensionagreements or covenants of the Company hereunder, waiver, termination and each Seller agrees not to seek contribution from the Company or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable its Affiliates in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and payments required to be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Each Guarantor waives any rights and defenses that are or may become available to it made by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided in Section 10.07, the provisions of this Article 11 shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Article 11 which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable Seller pursuant to this Article 11, to any other provision of this Agreement or to the ObligationsAgreement.