Common use of Certain Waivers Clause in Contracts

Certain Waivers. Holdings and each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Credit Party) of the liability of the BorrowersBorrowers or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrowers or any other Loan Party, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Credit Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Credit Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)the occurrence of the Facility Termination Date and the payment in full in cash (or other arrangement satisfactory to the applicable Cash Management Bank or Hedge Bank) of all Additional Obligations to the extent then due and payable. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives to the fullest extent permitted by Applicable Law (a) any defense arising by reason of any disability or other defense of the Borrowers any Obligor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowersany Obligor; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower or any other Obligor; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrowersany Borrower or any other Obligor, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoeverParty’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) any defense relating to the fullest extent permitted by law, failure of any Secured Party to comply with the Applicable Laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (j) any and all other defenses or benefits that may be derived from or afforded by applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (sureties, other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Holdings and each Subsidiary Guarantor Verisk waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrowing Subsidiaries or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Secured PartyLender) of the liability of the BorrowersBorrowing Subsidiaries; (b) any defense based on any claim that Holdings’ or any Subsidiary GuarantorVerisk’s obligations exceed or are more burdensome than those of the BorrowersBorrowing Subsidiaries; (c) any right to require the benefit of any statute of limitations affecting Holdings’ Administrative Agent or any Subsidiary Guarantor’s liability hereunder; (d) any right Lender to proceed against the BorrowersBorrowing Subsidiaries, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or the Lenders’ power of any Secured Party whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Administrative Agent or the Lenders; and (fe) all defenses based on suretyship or impairment of collateral (Verisk, the Administrative Agent, and the Lenders intending this waiver to have the fullest extent permitted by law, any effects described in Section 48 of the Restatements (Third) of the Law of Suretyship and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In FullGuaranty). Holdings and each Subsidiary Guarantor Verisk expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Borrowing Subsidiary Obligations, and all notices of acceptance of this guaranty Article XI or of the existence, creation or incurrence of new or additional Guarantied Borrowing Subsidiary Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the L/C Issuer or any Secured Partyother Lender) of the liability of the BorrowersBorrower or any other Loan Party (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of the Administrative Agent, the L/C Issuer or any Secured Party other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent, the L/C Issuer or any Secured Partyother Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullas to the payment in full of the Guaranteed Obligations). Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Holdings and each Subsidiary Guarantor The Company waives (ai) any defense arising by reason of any disability or other defense of the Borrowers any Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the Borrowersany Designated Borrower; (bii) any defense based on any claim that Holdings’ or any Subsidiary Guarantorthe Company’s obligations exceed or are more burdensome than those of the Borrowersany Designated Borrower; (ciii) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary GuarantorDesignated Borrower’s liability hereunder; (div) except as expressly set forth in Section 10.01(f) below, any right to proceed against the Borrowersany Designated Borrower, proceed against or exhaust any security for the Guarantied Guaranteed Designated Borrower Obligations, or pursue any other remedy in the power of any Secured Lender Party whatsoever; (ev) except as expressly set forth in Section 10.01(f) below, any benefit of and any right to participate in any security now or hereafter held by any Secured Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Guarantor The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Designated Borrower Obligations, and all notices of acceptance of this guaranty Company Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Designated Borrower Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense to the payment of the Guaranteed Obligations arising by reason of any disability or other defense of the Borrowers Borrower, any other Guarantor or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Creditor Party) of the liability of the BorrowersBorrower (other than the defense of prior payment in full of the Guaranteed Obligations); (b) any defense to the payment of the Guaranteed Obligations based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right requirement to proceed against the BorrowersBorrower or any other Guarantor, proceed against or exhaust any security for collateral securing the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Creditor Party whatsoever; (e) any benefit of and any right to participate in any security collateral securing the Guaranteed Obligations now or hereafter held by any Secured Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses to the payment of the Guaranteed Obligations (other than the defense of prior payment in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations; provided, however, that nothing in this Section 10.03 shall be deemed a waiver of Borrower’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Borrower’s right to independently assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against the Administrative Agent or any Lender under this Agreement in any separate action or proceeding.

Certain Waivers. Holdings and each Subsidiary Guarantor The Company waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Secured PartyLender) of the liability of the Borrowersany Designated Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantorthe Company’s obligations exceed or are more burdensome than those of the Designated Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary GuarantorDesignated Borrower’s liability hereunder; (d) any right to proceed against the Borrowersany Designated Borrower, proceed against or exhaust any security for the Guarantied Designated Borrower Obligations, or pursue any other remedy in the power of the Administrative Agent or any Secured Party Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured PartyLender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Guarantor The Company expressly waives all setoffs setoffs, deductions and counterclaims and all presentments, demands for payment or performance, notices of acceleration, notice of intent to accelerate, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Designated Borrower Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Designated Borrower Obligations.

Certain Waivers. Holdings and each Each Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the Borrowersany Borrower; (bii) any defense based on any claim that Holdings’ or any such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower; (ciii) the benefit of any statute of limitations affecting Holdings’ or any such Subsidiary Guarantor’s liability hereunder; (div) except as expressly set forth in Section 10.02(g) below, any right to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Guaranteed Borrower Obligations, or pursue any other remedy in the power of any Secured Lender Party whatsoever; (ev) except as expressly set forth in Section 10.02(g) below, any benefit of and any right to participate in any security now or hereafter held by any Secured Lender Party; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Borrower Obligations, and all notices of acceptance of this guaranty Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Borrower Obligations.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Lender; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (sureties, other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

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

Certain Waivers. Holdings and each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers either Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Secured Party) of the liability of either Borrower other than payment in full of the BorrowersGuaranteed Obligations; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Secured Party’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives to the maximum extent permitted by the applicable law (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the Borrowersany Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullfull payment and performance). Holdings and each Subsidiary Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. 10.04

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower, other than the payment and performance of the Obligations in full in cash in accordance with the Loan Documents; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. Holdings and To the fullest extent permitted by Applicable Law, each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by lawApplicable Law, any and all other defenses or benefits that may be derived from or afforded by applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, and, to the fullest extent permitted by law, any notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Holdings All of the Loan Document Debt shall be deemed to have been made or incurred in reliance upon this Agreement. Txxxxxx expressly waives all notice of the acceptance by Agent and the Lenders of the subordination and other provisions of this Agreement and all other notices not specifically required pursuant to the terms of this Agreement whatsoever, and Txxxxxx expressly consents to reliance by Agent and each Subsidiary Guarantor Lender upon the subordination and other agreements as herein provided. Txxxxxx agrees that none of Agent or any Lender has made any warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of the Loan Documents or the collectibility of the obligations thereunder, that Agent and the Lenders shall be entitled to manage and supervise the Loan Document Debt in accordance with applicable law and their usual practices, modified from time to time as they deem appropriate under the circumstances, and that Agent and the Lenders shall not have any liability to Txxxxxx or the Sellers for, and Txxxxxx (on behalf of himself and the Sellers) waives any claim which Txxxxxx may now or hereafter have against Agent or any Lender arising out of (a) any defense arising by reason of any disability or other defense of the Borrowers and all actions which Agent or any other guarantorLenders may take or omit to take (including, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowerswithout limitation, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever actions with respect to the Guarantied Obligationscreation, perfection or continuation of liens on or security interests in the Loan Document Debt, actions with respect to the occurrence of a Loan Document Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, the Collateral and actions with respect to the collection of any claim for all notices of acceptance of this guaranty or any part of the existenceLoan Document Debt from any account debtor, creation guarantor or incurrence any other party) with respect to the documents regarding the Loan Document Debt or any other agreement related thereto or to the collection of new the Loan Document Debt or additional Guarantied Obligationsthe valuation, use, protection or release of the Collateral and/or other security for the Loan Document Debt, (b) the election by the holders of the Loan Document Debt in any Insolvency Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or (c) any borrowing of, or grant of a security interest under Section 364 of the Bankruptcy Code to Borrower or any Guarantor as debtor-in-possession. Txxxxxx agrees that Agent shall have no obligation to marshal any property, instruments, documents, agreements or guaranties (including any Collateral) before enforcing its rights against any portion of the Collateral or its rights herein as against Txxxxxx.

Certain Waivers. Holdings Each of AGFC and each the Subsidiary Guarantor Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower; (b) any defense based on any claim that HoldingsAGFC’s or the Subsidiary Guarantors’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting HoldingsAGFC’s or the Subsidiary Guarantors’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings Each of AGFC and each the Subsidiary Guarantor Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsObligations . As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower, any other Guarantor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyGuarantee Beneficiary) of the liability of the Borrowersany Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower (or all Borrowers); (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any other Guarantee Beneficiary’s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured PartyGuarantee Beneficiary; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty; (g) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation and (h) any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (sureties, other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and paid in full in cash. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Holdings Borrower hereby irrevocably and each Subsidiary Guarantor unconditionally waives (ai) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, (iii) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower’s obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower’s assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrowers or to any other guarantorLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (including any act or omission of any Secured PartyW) of the liability of the Borrowers; INJUNCTIVE RELIEF, (bX) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (dZ) any right to proceed against the BorrowersHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)ACTION OR PROCEEDING. Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) subject to Section 10.05, any right to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) subject to Section 10.05, any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and To the fullest extent permitted under applicable Law, each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower, the Guarantor, or any other guarantorguarantor (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any such payment), or the cessation from any cause whatsoever (including any act or omission of any Secured Credit Party) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Credit Parties to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Credit Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Credit Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives waives, to the extent permitted by applicable law, (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any the Secured PartyParties) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Secured Parties to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any the Secured PartyParties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. In connection with the foregoing, the Guarantor covenants that its obligations hereunder shall not be discharged, except by complete performance.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers any Obligor or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowersany Obligor; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower or any other Obligor; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the Borrowersany Borrower or any other Obligor, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoeverParty’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) any defense relating to the fullest extent permitted by law, failure of any Secured Party to comply with the Applicable Laws in connection with the sale or other disposition of Collateral for all or any part of the Guaranteed Obligations; (g) any amendment or waiver of the term of any Guaranteed Obligation; (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; (i) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (j) any and all other defenses or benefits that may be derived from or afforded by applicable Applicable Law limiting the liability of or exonerating guarantors or sureties (sureties, other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense (other than the defense that the Senior Secured Obligations shall have been fully and finally performed and paid in full in cash, to the extent of any such payment) of the Borrowers Borrower, any subsidiary of the Borrower, or any other guarantorguarantor of any of the Senior Secured Obligations, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Collateral Agent to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Collateral Agent’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any the Collateral Agent on behalf of the Secured PartyParties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor dishonor, and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation creation, or incurrence of new or additional Guarantied Guaranteed Obligations. Notwithstanding the foregoing, nothing set forth herein shall alter or modify such Guarantor’s right to receive notice of any matter under any of the other Financing Documents.

Certain Waivers. Holdings and the US Borrower each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Guaranteed Party) of the liability of the Borrowersany Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantorthe US Borrower’s obligations exceed or are more burdensome than those of the Borrowersany Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantorthe US Borrower’s liability hereunder; (d) any right to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Guaranteed Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and the US Borrower each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. Holdings waives any rights and defenses that are or may become available to Holdings by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the BorrowersBorrowers or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrowers or any other Loan Party, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Lender Party or Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Lender Party, Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Holdings and each Subsidiary Guarantor The Administrative Borrower waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Loan Party or any other guarantorForeign Swap Obligor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any other Secured Party) of the liability of the Borrowersany Loan Party or any Foreign Swap Obligor; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantorthe Administrative Borrower’s obligations under this Borrower Guaranty exceed or are more burdensome than those of the BorrowersGuarantors or any Foreign Swap Obligor; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantorthe Administrative Borrower’s liability hereunderunder this Borrower Guaranty; (d) any right to require the Administrative Agent or any other Secured Party to proceed against the Borrowersany other Loan Party or any Foreign Swap Obligor, proceed against or exhaust any security for the Guarantied Guarantor Primary Obligations or Foreign Subsidiary F/X Obligations, or pursue any other remedy in the Administrative Agent’s or any other Secured Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties sureties, other than payment in full in cash of all Obligations (other than Payment In Full)unasserted contingent obligations not yet due) and termination of all Commitments. Holdings and each Subsidiary Guarantor For so long as any Obligations remain outstanding, the Administrative Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Subsidiary Obligations, and all notices of acceptance of this guaranty Borrower Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Subsidiary Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Creditor Party) of the liability of the BorrowersBorrower (other than the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right requirement to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary The Limited Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantorguarantor of the Obligations, or the cessation from any cause whatsoever (including any act or omission of any Secured Guaranteed Party) of the liability of the Borrowers; Borrower other than payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that Holdings’ or any Subsidiary the Limited Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; Borrower, (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Limited Guarantor’s liability hereunder; , (d) any right to require any Guaranteed Party to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the any Guaranteed Party’s power of any Secured Party whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Guaranteed Party; , other than any benefit or right attributable to X. Xxxxx Financial Inc.’s status and capacity as a Lender under the Credit Agreement, which benefits and rights are hereby preserved, and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Requirement of Law limiting the liability of or exonerating guarantors or sureties (sureties, including, without limitation, any defense, waiver, or objection relating in any way to the X. Xxxxx 2020 Backstop, or any defense related to change circumstances, frustration of purpose, impossibility of performance or other than Payment In Full)claim based in law or equity. Holdings and each Subsidiary The Limited Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Limited Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary The Parent Guarantor hereby irrevocably waives to the fullest extent permitted by law (a) any defenses (other than a defense arising by reason of payment or performance) it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) without limiting Section 10.02, any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (iii) any disability or other defense of the Borrowers Borrower or any other guarantor, Loan Party or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower or any other Loan Party; (biv) any defense based on any claim that Holdings’ or any Subsidiary the Parent Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other Loan Party; (cv) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; or (vi) without limiting Section 10.02, the failure of any other Person to Guarantee the Guaranteed Obligations as required pursuant to Section 6.11 or the release or reduction of liability of any other Guarantor; (b) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Parent Guarantor’s liability hereunder; (dc) any right to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of the Administrative Agent, any Lender, any L/C Issuer, the Swing Line Lender or any other Secured Party whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by as security for the Guaranteed Obligations; (e) presentment or protest to, demand of or payment from the Borrower or any Secured Partyother Guarantor of any of the Guaranteed Obligations; (f) notice of acceptance of its guarantee and notice of protest for nonpayment; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Parent Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings Each Guarantor acknowledges and each Subsidiary Guarantor waives agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or other defense Collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any Collateral securing the Credit Party Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other guarantor, or the cessation from any cause whatsoever Person (including any act other Guarantor) or omission pursuit of any Secured Party) of the liability of the Borrowers; (b) other remedy or enforcement any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; other right, (c) it will not assert any defenses (i) with respect to any change in the benefit corporate existence or structure of any statute Borrower, (ii) with respect to any Law of limitations affecting Holdings’ any jurisdiction or any Subsidiary event affecting any term of the obligations of each Guarantor under this Section or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor’s liability hereunder; , (d) it will not assert any right to proceed against the Borrowersclaims or set-off rights that such Guarantor may have, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of nothing contained herein shall prevent or limit action being taken against the Borrowers hereunder, under the other Credit Documents or the other documents and any right agreements relating to participate in the Credit Party Obligations or from foreclosing on any security now or hereafter held by Collateral interests relating hereto or thereto, or from exercising any Secured Party; other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Credit Party Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances and (f) it will not seek, and hereby waives any right, to have the fullest extent permitted by law, Collateral or any and all part thereof marshaled upon any foreclosure or other defenses or benefits disposition of the Collateral. Each Guarantor agrees that may be derived from or afforded by applicable Law limiting such Guarantor shall have no right of recourse to security for the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Credit Party Obligations, except through the exercise of rights of subrogation pursuant to Section 9.2 and all notices through the exercise of acceptance rights of this guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligationscontribution pursuant to Section 9.6.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Lender ’s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Lender; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (sureties, other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Holdings Each of Springleaf and each the Subsidiary Guarantor Guarantors waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower; (b) any defense based on any claim that HoldingsSpringleaf’s or the Subsidiary Guarantors’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting HoldingsSpringleaf’s or the Subsidiary Guarantors’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings Each of Springleaf and each the Subsidiary Guarantor Guarantors expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. 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. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations. Notwithstanding anything contained in the foregoing sentence, such waivers by each Guarantor with respect to §§ 2847, 2848 and 2849 of the California Civil Code shall only be effective until the Facility Termination Date.

Certain Waivers. Holdings and each Subsidiary Guarantor waives (a) any defense arising Pledgor hereby waives and relinquishes, to the maximum extent permitted by reason applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any disability such rights or other defense of the Borrowers or any other guarantorremedies, or the cessation from any cause whatsoever including: (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (di) any right to require the Lender to proceed against the Borrowers, any Person or to proceed against or exhaust any security for held by the Guarantied Obligations, Lender at any time or to pursue any other remedy in the power of any Secured Party whatsoeverLender's powers before proceeding against Pledgor; (eii) any benefit defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor or any other Person or the failure of the Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor or any other Person; (iii) any right to enforce any remedy that the Lender may have against any Person and any right to participate in any security held by the Lender until the Obligations have been paid in full; (iv) any right to require the Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests; (v) any right to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of the Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any right under any law purporting to reduce Pledgor's obligations hereunder if the Obligations are reduced other than as a result of payment of such Obligations; (vii) any defense based on the repudiation of the Loan Documents by any Person, the failure by the Lender to enforce any claim against Pledgor or any other Person or the unenforceability in whole or in part of any Loan Document; (viii) all suretyship and guarantor's defenses generally; (ix) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by the Lender of, this Agreement; (x) any requirement on the part of the Lender to mitigate the damages resulting from any default; (xi) any defense based upon an election of remedies by the Lender, including an election to proceed by non judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against another Person for reimbursement, or both; (xii) any duty on the part of the Lender to disclose to Pledgor any facts the Lender may now or hereafter held by know, regardless of whether the Lender has reason to believe that any Secured Partysuch facts materially increase the risk beyond that which Pledgor intends to assume, or has reason to believe that such facts are unknown to Pledgor, or has a reasonable opportunity to communicate such facts to Pledgor; (xiii) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Loan Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Loan Documents; and (fxiv) to the fullest extent permitted by law, any and all other defenses defense based upon any borrowing or benefits that may be derived from or afforded by applicable Law limiting the liability grant of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or a security interest under Section 364 of the existence, creation or incurrence of new or additional Guarantied ObligationsBankruptcy Code.

Certain Waivers. Holdings and each Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Secured Partyother Lender) of the liability of the BorrowersBorrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that Holdings’ or any such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any such Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of the Administrative Agent or any Secured Party other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured Partyother Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullas to the payment in full of the Guaranteed Obligations). Holdings and each Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantorLoan Party, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Guaranteed Parties) of the liability of the Borrowersany Borrower or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrowersany Borrower or any other Loan Party, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; (f) any Secured Partydefense arising from any change in Law affecting any term of the Guaranteed Debt; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower, any other Loan Party, or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Party whatsoeverwhatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); and (g) any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullthe defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds). Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds), and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds).

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower, any other Loan Party or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Guaranteed Parties) of the liability of the Borrowersany Borrower or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to require the Guaranteed Parties to proceed against the Borrowersany Borrower or any other Loan Party, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Guaranteed Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Guaranteed Parties; (f) any Secured Partydefense arising from any change in Law affecting any term of the Guaranteed Debt; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and To the fullest extent permitted by applicable Law, each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Company or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the Borrowers; Company other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; Company, (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; , (d) any right to require any Lender Party to proceed against the BorrowersCompany, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the any Lender Party’s power of any Secured Party whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; Lender Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and To the fullest extent not prohibited by applicable Law, each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary To the extent permitted by applicable law, the Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of any Secured Partyof the Buyers, Collateral Agent or Trustee) of the liability of the BorrowersBorrower (other than satisfaction in full of the Guaranteed Obligations whether by payment or conversion of the Notes into Common Stock of the Borrower in accordance with the terms of the Notes); (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to require the Buyers, Collateral Agent or Trustee to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the their power of any Secured Party whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Collateral Agent and/or Trustee; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullsatisfaction in full of the Guaranteed Obligations), except to the extent that such defense relates to an election of remedies constituting gross negligence or willful misconduct by the Collateral Agent and/or Trustee. Holdings The Guarantor hereby absolutely, unconditionally and each Subsidiary Guarantor expressly waives all setoffs irrevocably waives, to the fullest extent permitted by law, (i) promptness, diligence, notice of acceptance and counterclaims and all presentmentsany other notice with respect to this Guarantee, demands for payment or performance(ii) presentment, notices demand of nonpayment or nonperformancepayment, protests, notices of protest, notices notice of dishonor or nonpayment and all any other notices or demands of any kind or nature whatsoever notice with respect to the Guarantied Guaranteed Obligations, (iii) any requirement that the Buyers, Collateral Agent or Trustee take any action against the Borrower or any other person or entity, (iv) all setoffs and all notices of acceptance considerations, and (v) any other action, event or precondition to the enforcement of this guaranty Guarantee or the performance by the Guarantor of the existence, creation or incurrence of new or additional Guarantied Obligationsits obligations hereunder.

Certain Waivers. Holdings and each Subsidiary The Parent Guarantor hereby irrevocably waives to the fullest extent permitted by law (other than a defense of payment or performance) (a) any defense arising by reason defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) without limiting Section 9.02, any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (iii) any disability or other defense of the Borrowers Borrower or any other guarantor, Loan Party or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower or any other Loan Party; (biv) any defense based on any claim that Holdings’ or any Subsidiary the Parent Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other Loan Party; (cv) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; or (vi) without limiting Section 9.02, the failure of any other Person to Guarantee the Obligations as required pursuant to Section 5.11 guarantee or agreement or the release or reduction of liability of any other Guarantor; (b) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Parent Guarantor’s liability hereunder; (dc) any right to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of the Administrative Agent, any Secured Party Lender, any Issuing Bank or the Swingline Lender whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by as security for the Obligations; (e) presentment or protest to, demand of or payment from the Borrower or any Secured Partyother Guarantor of any of the Obligations; (f) notice of acceptance of its guarantee and notice of protest for nonpayment; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Parent Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyGuarantee Beneficiary) of the liability of the Borrowersany Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the any Borrower (or all Borrowers); (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any other Guarantee Beneficiary’s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured PartyGuarantee Beneficiary; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty; (g) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation and (h) any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (sureties, other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and paid in full in cash. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower, Parent, or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Credit Party) of the liability of the BorrowersBorrower (other than the defense that the Guaranteed Obligations have been performed and indefeasibly paid in cash, to the extent of any such payment); (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to require the Credit Parties to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Credit Parties’ power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Credit Parties; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor or default, notice of intent to accelerate, notice of acceleration, and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above referenced provisions of California law are in any way applicable to this Guaranty or the Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Secured Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Secured Obligations.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyBeneficiary) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other guarantor; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured Partyother Beneficiary; (f) any defense based on any claim that the liability and obligations of the Guarantor hereunder were released, discharged, limited or otherwise affected by: (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrower or the Guarantor under the Credit Agreement other than upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Obligations, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of the Borrower, the Guarantor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person or their respective assets, (v) the existence of any set-off, counterclaim, claim or other right which the Borrower or the Guarantor may have at any time against the Beneficiaries or any other Person, whether in connection with the Credit Agreement, this Guaranty or any other Document or which may be available to or asserted by the Guarantor or the Borrower against a Beneficiary or any of its affiliates, (vi) any provision of applicable law purporting to prohibit or limit the payment by the Borrower or the Guarantor, as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under applicable law, (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other Person on behalf of a Beneficiary to payment of the Obligations, (viii) any release, substitution or addition of any other guarantor of the Obligations, (ix) any failure of any Beneficiary or any other Person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against the Borrower, the Guarantor or any other Person, or to apply or exhaust any security held from the Borrower, any Subsidiary or any other Person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of the Borrower, the Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of the Borrower, the Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of the Borrower, the Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of the Borrower, the Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under applicable law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to the Borrower or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property, or (xv) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, the Guarantor or any other Person, including any discharge or bar against collection of any of the Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties, except for the indefeasible payment in full of the Obligations. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

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

Certain Waivers. Holdings Borrower hereby irrevocably and each Subsidiary Guarantor unconditionally waives (ai) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, (iii) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower's obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrowers or to any other guarantorLoan Document. BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (including any act or omission of any Secured PartyW) of the liability of the Borrowers; INJUNCTIVE RELIEF, (bX) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (dZ) any right to proceed against the BorrowersHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)ACTION OR PROCEEDING. Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyBeneficiary) of the liability of the Borrowersany Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower or any other guarantor; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured Partyother Beneficiary; (f) any defense based on any claim that the liability and obligations of such Guarantor hereunder were released, discharged, limited or otherwise affected by: (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation, security, Person or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrowers or any Guarantor under the Documents other than upon full and final payment and performance of all Obligations, (ii) any modification or amendment of or supplement to the Obligations, (iii) any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned by the fault of the Beneficiaries or otherwise, including any release, non-perfection or invalidity of any such security, (iv) any change in the existence, structure, constitution, name, control or ownership of either Borrower, any Guarantor or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting either Borrower, any Guarantor or any other Person or their respective assets, (v) the existence of any set-off, counterclaim, claim or other right which either Borrower or any Guarantor may have at any time against the Beneficiaries or any other Person, whether in connection with the Credit Agreement, this Guaranty or any other Document or which may be available to or asserted by any Guarantor or any Borrower against a Beneficiary or any of its affiliates, (vi) any provision of applicable law purporting to prohibit or limit the payment by either Borrower or any Guarantor, as applicable, of any Obligation, and the foregoing is hereby waived by each Guarantor to the extent permitted under applicable law, (vii) any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary or any other Person on behalf of a Beneficiary to payment of the Obligations, (viii) any release, substitution or addition of any other guarantor of the Obligations, (ix) any failure of any Beneficiary or any other Person on a Beneficiary’s behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non-payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations, (x) any failure of a Beneficiary or any other Person on behalf of a Beneficiary to proceed against either Borrower, any Guarantor or any other Person, or to apply or exhaust any security held from either Borrower, any Subsidiary or any other Person for the Obligations, to proceed against, apply or exhaust any security held from any Guarantor or any other Person, or to pursue any other remedy available to the Beneficiaries or any other Person on behalf of the Beneficiaries, (xi) the invalidity, illegality or lack of enforceability of the Obligations or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense of either Borrower, any Guarantor or any other Person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s or other Person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of either Borrower, any Guarantor or any other Person with respect to all or any part of the Obligations (other than irrevocable payment to the Beneficiaries in full of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly or indirectly results in the discharge or release of either Borrower, any Guarantor or any other Person or of all or any part of the Obligations or any security or guarantee therefor, whether by contract, operation of law or otherwise, (xii) the failure by a Beneficiary or any other Person on behalf of a Beneficiary to obtain, register, perfect or maintain a Lien in or upon any property of either Borrower, any Guarantor or any other Person, or by reason of any interest of the Beneficiaries or any other Person on behalf of the Beneficiaries in any property, whether as owner thereof or as holder of a Lien therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to Collateral, (xiii) the failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to marshal assets, (xiv) to the extent permitted under applicable law, any defense based upon any failure of the Beneficiaries or any other Person on behalf of the Beneficiaries to give to either Borrower or any Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property, or (xv) any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against either Borrower, any Guarantor or any other Person, including any discharge or bar against collection of any of the Obligations; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties, except for the indefeasible payment in full of the Obligations. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers either Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowerseither Borrower or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the Borrowerseither Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowerseither Borrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Secured Obligations or the Foreign Subsidiary Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Secured Obligations or the Foreign Subsidiary Secured Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Secured Obligations or Foreign Subsidiary Secured Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Company or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersCompany or any other Note Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersCompany or any other Note Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersCompany or any other Note Party, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties sureties. Notwithstanding the foregoing, each Guarantor agrees that its obligations under and in respect of this Guaranty shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof): (i) the validity or enforceability of this Agreement or any other Note Document, any of the Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any renewal, extension or acceleration of, or any increase in the amount of the Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Note Documents; (iii) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Note Document, at law, in equity or otherwise) with respect to the Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Obligations; (iv) any change, reorganization or termination of the corporate structure or existence of the Company or any other Note Party or any of their Subsidiaries and any corresponding restructuring of the Obligations; (v) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitution for, the Obligations, or any subordination of the Obligations to any other obligations; (vi) the validity, perfection, non‑perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all collateral securing, or purporting to secure, the Obligations or any other impairment of such collateral; (vii) any exercise of remedies with respect to any security for the Obligations (including, without limitation, any collateral, including the Collateral, securing or purporting to secure any of the Obligations) at such time and in such order and in such manner as the holders of the Notes and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable and whether or not such action constitutes an election of remedies and even if such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy that any Guarantor would otherwise have, and without limiting the generality of the foregoing or any other provisions hereof, each Guarantor hereby expressly waives any and all benefits which might otherwise be available to such Guarantor under applicable Law; and (viii) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company or any Guarantor for the Obligations, or of any such Guarantor under the Guaranty contained in this Section 23 or of any security interest granted by any Guarantor, whether in a proceeding under any Debtor Relief Law or in any other instance (other than Payment In Fullthe indefeasible payment in full of the Obligations). Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Holdings Borrower hereby irrevocably and each Subsidiary Guarantor unconditionally waives to the extent permitted by law (ai) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Loan Document or any other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein or such other Loan Documents, (iii) except to the extent otherwise provided herein or in the other Loan Documents, all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of Borrower’s obligations hereunder and under the other Loan Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving Borrower of any of its obligations hereunder or under the other Loan Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Loan or exhaust any right or take any action against Borrower, Guarantor or any other Person or against any collateral for the Loan, (v) any right or claim of right to cause a marshalling of Borrower’s assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrowers or to any other guarantorLoan Document. TO THE EXTENT PERMITTED BY LAW, or the cessation from any cause whatsoever BORROWER FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR OTHERWISE IN RESPECT OF THE LOAN, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (including any act or omission of any Secured PartyW) of the liability of the Borrowers; INJUNCTIVE RELIEF, (bX) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (dZ) any right to proceed against the BorrowersHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)ACTION OR PROCEEDING. Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM. 36 C056442/0303008/1557238.9 EXHIBIT 10.1

Certain Waivers. Holdings Each Credit Party hereby irrevocably and each Subsidiary Guarantor unconditionally waives (ai) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Credit Document or any other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, (iii) all other notices, demands and protests, and all other formalities of every kind, in connection with the enforcement of a Credit Party’s obligations hereunder and under the other Credit Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving any Credit Party of any of its obligations hereunder or under the other Credit Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Obligations or exhaust any right or take any action against Borrower, any other Credit Party, Guarantor or any other Person or against any collateral for the Obligations, (v) any right or claim of right to cause a marshalling of Borrower’s assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrowers or pursuant to any other guarantorCredit Document. EACH CREDIT PARTY FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER CREDIT DOCUMENTS OR OTHERWISE IN RESPECT OF THE LOANS OR THE CREDIT FACILITY, ANY AND EVERY RIGHT SUCH CREDIT PARTY MAY HAVE TO (including any act or omission of any Secured PartyW) of the liability of the Borrowers; INJUNCTIVE RELIEF, (bX) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND/OR (dZ) any right to proceed against the BorrowersHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)ACTION OR PROCEEDING. Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to require any Secured Party to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in such Secured Party’s power whatsoever and any defense based upon the power doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in the Collateral or any security now or hereafter held by any Secured Party; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (sureties, other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Holdings and each Subsidiary (a) The Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any the Secured PartyParties) of the liability of the Borrowersany Borrower; (bii) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower; (ciii) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (div) any right to require any Secured Party to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Secured Parties’ power of any Secured Party whatsoever; (ev) until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, any benefit of and any right to participate in any security now or hereafter held by any the Secured PartyParties; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. For purposes of this paragraph only, references to the “principal” include each of HIL and Holdings and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, the Guarantor waives, until the payment in full of the Guaranteed Obligations and termination of the Commitments made under the Credit Agreement, all rights and defenses (i) available to the Guarantor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses the Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, or to any other guarantor of any of the Guaranteed Obligations with respect to any of such guarantor’s obligations under its guarantee, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such other guarantor’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Guaranteed Obligation (or any obligation of any other guarantor of any of the Guaranteed Obligations), has destroyed the Guarantor’s right of subrogation and reimbursement against the principal (or such other guarantor) by the operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Lender to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Lender ‘s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Lender; and (f) any fact or circumstance related to the fullest extent permitted by law, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (sureties, other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyLender or the Administrative Agent) of the liability of the Borrowersany Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied ObligationsLiabilities, or pursue any other remedy in the Administrative Agent’s or any Xxxxxx’s power whatsoever and any defense based upon the doctrines of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured PartyLender; (f) any fact or circumstance related to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this Agreement; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (sureties, other than Payment In Full)the defense that the Liabilities have been fully performed, and the Liabilities and any other amounts payable under this Agreement, have been indefeasibly paid in full in cash. Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied ObligationsLiabilities, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.Liabilities. The guaranty of the Guarantor hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Liabilities or any 47 instrument or agreement evidencing any Liabilities, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Liabilities which might otherwise constitute a defense to the obligations of Guarantor under this guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. 8.5

Certain Waivers. Holdings and each Subsidiary Guarantor waives Each of the undersigned hereby expressly waives: (a) notice of the acceptance by the Administrative Agent or any other Lender Party of this Guaranty, (b) notice of the existence or creation or non-payment of any of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities and (e) any right (except as shall be required by applicable statute and cannot be waived) to require any Lender Party to (i) proceed against the Company, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Company, any other guarantor or any other party or (iii) pursue any other remedy in any Lender Party’s power whatsoever. Each of the undersigned waives any defense based on or arising by reason out of any disability or other defense of the Borrowers Company, any other guarantor or any other guarantorparty, other than payment in full of the Liabilities, based on or arising out of the disability of the Company, any other guarantor or any other party, or the validity, legality or unenforceability of the Liabilities or any part thereof from any cause, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based Company other than payment in full of the Liabilities. Each of the undersigned agree that the Lender Parties may, at their election, foreclose on any claim that Holdings’ security held by the Administrative Agent or any Subsidiary Guarantor’s obligations exceed other Lender Party by one or are more burdensome than those of the Borrowers; (c) the benefit judicial or nonjudicial sales, whether or not every aspect of any statute of limitations affecting Holdings’ such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Lender Parties may have against the Company or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligationsother party, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate security, without affecting or impairing in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting way the liability of or exonerating guarantors or sureties (other than Payment In Full)any of the undersigned hereunder except to the extent the Liabilities have been paid. Holdings and each Subsidiary Guarantor expressly Each of the undersigned waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands any defense arising out of any kind such election by the Lender Parties, even though such election operates to impair or nature whatsoever with respect to extinguish any right of reimbursement or subrogation or other right or remedy of such undersigned against the Guarantied Obligations, and all notices of acceptance of this guaranty Company or of the existence, creation any other party or incurrence of new or additional Guarantied Obligationsany security.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives waives: (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Secured Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Secured Obligations. 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 (it being understood and agreed that the foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Secured Obligations).

Certain Waivers. Holdings and each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantorwaives, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentmentspromptness, demands for payment or performancediligence, notices of nonpayment or nonperformancepresentment, protestsdemand, notices of protest, notices notice of dishonor acceptance, notice of Guaranteed Obligations incurred and all other notices or demands of any kind kind, other than demand for payment or nature whatsoever performance hereunder, and, subject to Section 4 below, all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of Guarantor's assets or any other Person primarily or secondarily liable with respect to the Guarantied Obligationsany Guaranteed Obligation, and all notices of acceptance of this guaranty or suretyship defenses generally. Without limiting the generality of the existenceforegoing but subject to the terms of Section 2 above, creation Guarantor agrees that its obligations hereunder shall not be released or incurrence discharged, in whole or in part, or otherwise affected by, (i) subject to Section 4 below, the failure of new Buyer or additional Guarantied any Buyer Indemnitee to assert any claim or demand or to enforce any right or remedy against Seller or any other Person primarily or secondarily liable with respect to any of the Guaranteed Obligations (except to the extent that such failure operates as an express and complete bar under the Purchase Agreement or Section 2 above); (ii) any extensions, compromises, consolidations or renewals of any of the Guaranteed Obligations; (iii) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescissions, waivers, compromises, consolidations, amendments or modifications of any of the terms or provisions of the Purchase Agreement or any Ancillary Agreement; (iv) the addition, substitution or release of any Person primarily or secondarily liable for any of the Guaranteed Obligations; or (v) subject to Section 4 below, any other act or omission which might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a release or discharge of Guarantor, all of which may be done without notice to Guarantor.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the Borrowersany Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits 117 Credit Agreement that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullfull payment and performance). Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Waivers. Holdings and each Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantorBorrower, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Secured Partyother Lender) of the liability of the BorrowersBorrower (other than as to the payment in full of the Guaranteed Obligations); (b) any defense based on any claim that Holdings’ or any such Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any such Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of the Administrative Agent or any Secured Party other Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured Partyother Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullas to the payment in full of the Guaranteed Obligations). Holdings and each Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.. 12.04

Certain Waivers. Holdings and each Subsidiary Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower, any other Loan Party, or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Guaranteed Party) of the liability of the BorrowersBorrower (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to require any Guaranteed Party to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Guaranteed Party whatsoeverwhatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Guaranteed Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of Holdings under this Guaranty; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullthe defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds). Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of 134 acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary Guarantor waives The Guarantors waive: (a) any defense arising by reason of any disability or other defense of the Borrowers right to require the Seller to proceed against the Buyer or any other guarantorobligor, to proceed against or exhaust any collateral or to pursue any other remedy in the cessation from any cause Seller’s power whatsoever (including any act or omission of any Secured Party) and the right to have the property of the liability Buyer or any other obligor first applied to the discharge of the BorrowersGuaranteed Obligations; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantorall rights and benefits under applicable law purporting to reduce a guarantor’s obligations exceed in proportion to the obligation of the principal or are providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than those that of the Borrowersprincipal; (c) the benefit of any statute of limitations affecting Holdingsthe Guaranteed Obligations or the Guarantors’ or any Subsidiary Guarantor’s liability hereunder; (d) any right requirement of marshalling or any other principle of election of remedies and all rights and defenses arising out of an election of remedies by the Seller, even though that election of remedies, such as nonjudicial foreclosure with respect to proceed the security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the Borrowers, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoeverBuyer; (e) any benefit of and any right to participate in assert against the Seller any security defense (legal or equitable), set-off, counterclaim and other right that the Guarantors may now or at any time hereafter held by have against the Buyer or any Secured Partyother obligor; and (f) to the fullest extent permitted by lawpresentment, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands demand for payment or performanceperformance (including diligence in making demands hereunder), notices notice of nonpayment dishonor or nonperformance, protests, notices of protest, notices acceptance and notice of dishonor acceptance of this Guaranty, and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligationskind, and all notices of acceptance of this guaranty or including (i) notice of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations, (ii) notice of any action taken or omitted by the Seller in reliance hereon, (iii) notice of any default by any obligor, (iv) notice that any portion of the Guaranteed Obligations is due, (iv) notice of any action against any obligor, or any enforcement of other action with respect to any collateral, or the assertion of any right of the Seller hereunder; (g) any rights, defenses and other benefits the Guarantors may have by reason of any failure of the Seller to hold a commercially reasonable public or private foreclosure sale or otherwise to comply with applicable law in connection with a disposition of collateral; and (h) all defenses that at any time may be available to the Guarantors by virtue of any valuation, stay, moratorium or other law now or hereafter in effect and ALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON OF APPLICABLE LAW. For the avoidance of doubt, nothing herein shall obligate the Guarantors to make any payment which is illegal for the Guarantors to have made under any law, regulation or order now or hereafter in effect in any jurisdiction applicable to the Guarantors. Notwithstanding anything herein to the contrary, nothing herein shall restrict the Guarantors’ right to contest whether the termination fee is due under the terms of the SPA.

Certain Waivers. Holdings If as of the date of this Agreement any Party (the “Waiving Party”) has knowledge of one or more breaches of or inaccuracies in any representations, warranties or covenants of the other Party contained in this Agreement, the [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Waiving Party shall be deemed to have waived each such breach or inaccuracy and each Subsidiary Guarantor waives the Waiving Party and its successors, assigns and Affiliates shall not be entitled to terminate this Agreement pursuant to Article IX, be indemnified pursuant to Article IX, to xxx for damages or to assert any other right or remedy for any Losses arising from any matters relating to such inaccuracy or breach, notwithstanding anything to the contrary contained in this Agreement or in any certificate delivered pursuant to this Agreement. Similarly, if any Party (also a “Waiving Party”) has knowledge of one or more breaches of or inaccuracies in any representations, warranties or covenants of the other Party contained in this Agreement as of the Closing which, individually or in the aggregate, (a) any defense arising by reason of any disability or other defense would cause the failure of the Borrowers closing condition in Section 8.02(a) or any other guarantor, 8.02(b) or the cessation from any cause whatsoever (including any act Section 8.03(a) or omission of any Secured Party8.03(b) of the liability of the Borrowers; or (b) any defense based were not identified to the other Party promptly upon the Waiving Party’s gaining knowledge thereof (but in no event later than the earlier of (i) (A) on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those prior to the third monthly anniversary of the Borrowers; date hereof, ten (c10) Business Days thereafter or (B) following the third monthly anniversary of the date hereof, five (5) Business Days thereafter or (ii) the benefit of any statute of limitations affecting Holdings’ Closing), the Waiving Party shall be deemed to have waived each such breach or any Subsidiary Guarantor’s liability hereunder; (d) any right inaccuracy and the Waiving Party and its successors, assigns and Affiliates shall not be entitled to proceed against the Borrowersbe indemnified pursuant to Article X, proceed against to xxx for damages or exhaust any security for the Guarantied Obligations, or pursue to assert any other right or remedy for any Losses arising from any matters relating to such inaccuracy or breach, notwithstanding anything to the contrary contained in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate this Agreement or in any security now or hereafter held by any Secured Party; and (f) certificate delivered pursuant to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsAgreement.

Certain Waivers. Holdings Each Subsidiary Guarantor hereby expressly waives: (a) notice of the acceptance by the Administrative Agent or any other Lender Party of this Guaranty, (b) notice of the existence or creation or non-payment of any of the Liabilities, (c) presentment, demand, notice of dishonor, protest, and, except as otherwise expressly provided in the Loan Documents, all other notices whatsoever, (d) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities and each (e) any right (except as shall be required by applicable statute and cannot be waived) to require any Lender Party to (i) proceed against the Company, any other Subsidiary Guarantor or any other party, (ii) proceed against or exhaust any security held from the Company, any other Subsidiary Guarantor or any other party or (iii) pursue any other remedy in any Lender Party’s power whatsoever. Each Subsidiary Guarantor waives (a) any defense based on or arising by reason out of any disability or other defense of the Borrowers Company, any other Subsidiary Guarantor or any other guarantorparty, other than payment in full of the Liabilities, based on or arising out of the disability of the Company, any other Subsidiary Guarantor or any other party, or the validity, legality or unenforceability of the Liabilities or any part thereof from any cause, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based Company other than payment in full of the Liabilities. Each Subsidiary Guarantor agrees that the Lender Parties may, at their election, foreclose on any claim that Holdings’ security held by the Administrative Agent or any Subsidiary Guarantor’s obligations exceed other Lender Party by one or are more burdensome than those of the Borrowers; (c) the benefit judicial or nonjudicial sales, whether or not every aspect of any statute of limitations affecting Holdings’ such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Lender Parties may have against the Company or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligationsother party, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate security, without affecting or impairing in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting way the liability of or exonerating guarantors or sureties (other than Payment In Full)any of the undersigned hereunder except to the extent the Liabilities have been paid. Holdings and each Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands any defense arising out of any kind such election by the Lender Parties, even though such election operates to impair or nature whatsoever with respect to extinguish any right of reimbursement or subrogation or other right or remedy of such undersigned against the Guarantied Obligations, and all notices of acceptance of this guaranty Company or of the existence, creation any other party or incurrence of new or additional Guarantied Obligationsany security.

Certain Waivers. Holdings and each Subsidiary Guarantor waives ACAS agrees that the obligations of ACAS hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) any defense arising by reason of any disability or other defense the failure of the Borrowers Company to assert any claim or demand or to enforce any other guarantor, right or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowersremedy against Parent; (b) any defense based on change in the time, place or manner of payment of any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowersObligations; (c) the benefit any rescission, waiver, compromise, consolidation or other amendment or modification of any statute of limitations affecting Holdings’ the terms or provisions of the Merger Agreement or any Subsidiary Guarantor’s liability hereunderother agreement evidencing, securing or otherwise executed in connection with any of the Obligations; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy change in the power corporate existence, structure or ownership of any Secured Party whatsoeverParent; (e) any benefit of and any right to participate in any security now insolvency, bankruptcy, reorganization or hereafter held by any Secured Party; and other similar proceeding affecting Parent or, (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting law which limit the liability of or exonerating guarantors exonerate ACAS or sureties (other than Payment In Fullpursuant to the Cap), in each case which may conflict with the terms of this Commitment Agreement; (g) the adequacy of any other means the Company may have of obtaining repayment of any of the Obligations; or (h) the existence of any claim or set-off which ACAS or any of its affiliates may have at any time against Parent, Merger Sub or the Company in connection with the Obligations or otherwise. Holdings and each Subsidiary Guarantor To the fullest extent permitted by law, ACAS hereby expressly waives all setoffs and counterclaims any and all presentmentsrights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. ACAS waives promptness, demands diligence, notice of the acceptance of this Commitment Agreement and of the Obligations, presentment, demand for payment or payment, notice of non-performance, notices of nonpayment or nonperformancedefault, protests, notices of dishonor and protest, notices notice of dishonor any Obligations incurred and all other notices or demands of any kind (except for notices to be provided to Parent and its counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or nature whatsoever with respect other similar law now or hereafter in effect, any right to require the Guarantied Obligationsmarshalling of assets of Parent or any other person interested in the transactions contemplated by the Merger Agreement, and all notices suretyship defenses generally (other than fraud or willful misconduct by the Company or any of acceptance its subsidiaries, defenses to the payment of the Obligations that are available to Parent under the Merger Agreement or breach by the Company of this guaranty Commitment Agreement). ACAS acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Commitment Agreement are knowingly made in contemplation of such benefits. The Company hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any ACAS or Parent Affiliate (as defined below) except for claims against ACAS under this Commitment Agreement, and ACAS hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceeding asserting that this Commitment Agreement is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). ACAS hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent that arise from the existence, creation payment, performance, or incurrence enforcement of new ACAS’s Obligations under or additional Guarantied Obligationsin respect of this Commitment Agreement or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or such other person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Commitment Agreement shall have been paid in full in cash. If any amount shall be paid to ACAS in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations and all other amounts payable under this Commitment Agreement, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of ACAS and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Commitment Agreement, in accordance with the terms of the Merger Agreement.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyAgent or Lenders) of the liability of the BorrowersBorrower or any other guarantor; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other guarantor; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower or any other guarantor, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party Agent whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured PartyAgent; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties, including without limitation by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. Each Guarantor absolutely, unconditionally, knowingly, and expressly waives any right to revoke this Guaranty as to future Indebtedness and, in light thereof, all protection afforded such Guarantor under Section 2815 of the California Civil Code. Each Guarantor fully realizes and understands that, upon execution of this Agreement, such Guarantor will not have any right to revoke this Guaranty as to any future Indebtedness and, thus, may have no control over such Guarantor's ultimate responsibility for the Indebtedness. If, contrary to the express intent of this Agreement, any such revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that: (a) no such revocation shall be effective until written notice thereof has been received by Lenders; (b) no such revocation shall apply to any Indebtedness in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof); (c) no such revocation shall apply to any Indebtedness made or created after such date to the extent made or created pursuant to a legally binding commitment of Lenders which is, or is believed in good faith by Lenders to be, in existence on the date of such revocation; (d) no payment by Borrower, or from any other source, prior to the date of such revocation shall reduce the obligations of such Guarantor hereunder; and (e) any payment by Borrower or from any source other than such Guarantor, subsequent to the date of such revocation, shall first be applied to that portion of the Obligations, if any, as to which the revocation by such Guarantor is effective (and which are not, therefore, guarantied by such Guarantor hereunder), and, to the extent so applied, shall not reduce the obligations of such Guarantor hereunder.

Certain Waivers. Holdings Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and each Subsidiary unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever. The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantorguarantor (other than full payment and performance), or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) any defense, set off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to or be asserted by any Loan Party or any other Person against any Secured Party; (d) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (de) any right to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any other Secured Party’s power of any Secured Party whatsoever; (ef) any benefit of and any right to participate in any security now or hereafter held by the Agent or any other Secured Party; (g) any change in (i) the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations (the “Guarantied Documents”), or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, any Guarantied Document or any assignment or transfer of any Guarantied Document; (h) any lack of validity or enforceability of any Guarantied Document or any assignment or transfer of any Guarantied Document; (i) any furnishing to any of the Secured Parties of any security for any of the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations; (j) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations Second Amended and Restated Continuing Guaranty to the payment of any other liability of the Borrower or any other Loan Party; (k) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (l) any act or failure to act by any Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against any other Loan Party or any other Person to recover payments made under this Guaranty; (m) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Guarantied Obligations; (n) any application of sums paid by any Loan Party or any other Person with respect to the liabilities of any Loan Party to any of the Secured Parties, regardless of what liabilities of the Borrower remain unpaid; (o) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; (p) any change in the corporate existence, structure or ownership of any Loan Party; (q) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; (r) any statement, representation or warranty made or deemed made by or on behalf of any Loan Party under any Guarantied Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; and (fs) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations, including but not limited to the benefits of N.C. General Statutes §§ 26‑7 through 26‑9 inclusive, as amended, or any similar statute.

Certain Waivers. Holdings and each Subsidiary Each Guarantor hereby waives to the maximum extent permitted by Governing Law, for the benefit of the Holders: (a) any right to require the Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) proceed against or exhaust any security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrowers Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any other guarantor, agreement or instrument relating thereto or by reason of the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersIssuer from any cause other than payment in full of the Obligations; (bc) any defense based on upon any claim statute or rule of law which provides that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are the obligation of a surety must be neither larger in amount nor in other respects more burdensome than those that of the Borrowersprincipal; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Holdings’ such Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Holders protect, secure, perfect or insure any security interest or lien or any Subsidiary Guarantor’s liability hereunderproperty subject thereto; (df) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any right action or inaction, including acceptance of this Guaranty, notices of default under this Agreement or the Note or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to proceed against the Borrowers, proceed against or exhaust Issuer and notices of any security for of the Guarantied Obligations, or pursue any other remedy matters referred to in the power of any Secured Party whatsoever; (e) any benefit of preceding paragraph and any right to participate in consent to any security now or hereafter held by any Secured Partythereof; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting law which limit the liability of or exonerating exonerate guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentmentssureties, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Guarantied Obligations, and all notices of acceptance terms of this guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsGuaranty.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives (ato the fullest extent permitted by law(a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Secured Lender Party) of the liability of the Borrowersany Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any Lender Party to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s or any Lender Party’s power whatsoever and any defense based upon the doctrine of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured Lender Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Holdings and each Subsidiary Guarantor waives (a) any defense arising Pledgor hereby waives and relinquishes, to the maximum extent permitted by reason applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any disability such rights or other defense of the Borrowers or any other guarantorremedies, or the cessation from any cause whatsoever including: (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (di) any right to require the Lender to proceed against the Borrowers, any Person or to proceed against or exhaust any security for held by the Guarantied Obligations, Lender at any time or to pursue any other remedy in the power of any Secured Party whatsoeverLender's powers before proceeding against Pledgor; (eii) any benefit defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor or any other Person or the failure of the Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of Pledgor or any other Person; (iii) any right to enforce any remedy that the Lender may have against any Person and any right to participate in any security held by the Lender until the Obligations have been paid in full; (iv) any right to require the Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests; (v) any right to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of the Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any right under any law purporting to reduce Pledgor's obligations hereunder if the Obligations are reduced other than as a result of payment of such Obligations; (vii) any defense based on the repudiation of the Loan Documents by any Person, the failure by the Lender to enforce any claim against Pledgor or any other Person or the unenforceability in whole or in part of any Loan Document; (viii) all suretyship and guarantor's defenses generally; (ix) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by the Lender of, this Agreement; (x) any requirement on the part of the Lender to mitigate the damages resulting from any default; (xi) any defense based upon an election of remedies by the Lender, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against another Person for reimbursement, or both; (xii) any duty on the part of the Lender to disclose to Pledgor any facts the Lender may now or hereafter held by know, regardless of whether the Lender has reason to believe that any Secured Partysuch facts materially increase the risk beyond that which Pledgor intends to assume, or has reason to believe that such facts are unknown to Pledgor, or has a reasonable opportunity to communicate such facts to Pledgor; (xiii) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Loan Documents or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Loan Documents; and (fxiv) to the fullest extent permitted by law, any and all other defenses defense based upon any borrowing or benefits that may be derived from or afforded by applicable Law limiting the liability grant of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or a security interest under Section 364 of the existence, creation or incurrence of new or additional Guarantied ObligationsBankruptcy Code.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the BorrowersBorrowers or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrowers or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrowers or any other Loan Party, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Lender Party or Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Lender Party, Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, 150 notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor hereby waives to the maximum extent permitted by applicable law, for the benefit of the Holders: (a) any right to require the Holders, as a condition of payment or performance by such Guarantor, to (i) proceed against the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (ii) proceed against or exhaust any security held from the Issuer, any other guarantor (including any other Guarantor) of the Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Holders in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the power of the Holders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrowers Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any other guarantor, agreement or instrument relating thereto or by reason of the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersIssuer from any cause other than payment in full of the Obligations; (bc) any defense based on upon any claim statute or rule of law which provides that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are the obligation of a surety must be neither larger in amount nor in other respects more burdensome than those that of the Borrowersprincipal; (cd) any defense based upon the Holders' errors or omissions in the administration of the Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Holdings’ such Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Holders protect, secure, perfect or insure any security interest or lien or any Subsidiary Guarantor’s liability hereunderproperty subject thereto; (df) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any right action or inaction, including acceptance of this Guaranty, notices of default under this Agreement or the Secured Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to proceed against the Borrowers, proceed against or exhaust Issuer and notices of any security for of the Guarantied Obligations, or pursue any other remedy matters referred to in the power of any Secured Party whatsoever; (e) any benefit of preceding paragraph and any right to participate in consent to any security now or hereafter held by any Secured Partythereof; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting law which limit the liability of or exonerating exonerate guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentmentssureties, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever which may conflict with respect to the Guarantied Obligations, and all notices of acceptance terms of this guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsGuaranty.

Certain Waivers. Holdings and each Each Subsidiary Guarantor waives (ai) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of the BorrowersBorrower; (bii) any defense based on any claim that Holdings’ or any such Subsidiary Guarantor’s 's obligations exceed or are more burdensome than those of the BorrowersBorrower; (ciii) the benefit of any statute of limitations affecting Holdings’ or any such Subsidiary Guarantor’s 's liability hereunder; (div) except as expressly set forth in Paragraph 5(g) below, any right to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Borrower Obligations, or pursue Parexel International Corporation December 20, 2012 any other remedy in the power of any Secured Party the Lender whatsoever; (ev) except as expressly set forth in Paragraph 5(g) below, any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Lender; and (fvi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Borrower Obligations, and all notices of acceptance of this guaranty Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Borrower Obligations.

Certain Waivers. Holdings Each Credit Party hereby irrevocably and each Subsidiary Guarantor unconditionally waives (ai) promptness and diligence, (ii) notice of any actions taken by Administrative Agent or any Lender hereunder or under any other Credit Document or any other agreement or instrument relating hereto or thereto except to the extent otherwise provided herein, (iii) all other notices, demands and protests, and all other formalities of every kind, in connection with the enforcement of a Credit Party's obligations hereunder and under the other Credit Documents, the omission of or delay in which, but for the provisions of this Section, might constitute grounds for relieving any Credit Party of any of its obligations hereunder or under the other Credit Documents, (iv) any defense requirement that Administrative Agent or any Lender protect, secure, perfect or insure any lien on any collateral for the Obligations or exhaust any right or take any action against Borrower, any other Credit Party, Guarantor or any other Person or against any collateral for the Obligations, (v) any right or claim of right to cause a marshalling of Borrower's assets and (vi) all rights of subrogation or contribution, whether arising by contract or operation of law or otherwise by reason of any disability payment by Borrower pursuant hereto or other defense of the Borrowers or pursuant to any other guarantorCredit Document. EACH CREDIT PARTY FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, or the cessation from any cause whatsoever IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE OTHER CREDIT DOCUMENTS OR OTHERWISE IN RESPECT OF THE LOANS OR THE CREDIT FACILITY, ANY AND EVERY RIGHT SUCH CREDIT PARTY MAY HAVE TO (including any act or omission of any Secured PartyW) of the liability of the Borrowers; INJUNCTIVE RELIEF, (bX) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; A TRIAL BY JURY, (cY) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND/OR (dZ) any right to proceed against the BorrowersHAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)ACTION OR PROCEEDING. Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsNOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives waives, to the fullest extent permitted by law: (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to any defense arising by reason of any change in the fullest extent permitted by lawcorporate existence, structure or ownership of any Loan Party; and (g) any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Guarantor Each Guarantor, to the fullest extent permitted by law, expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Secured Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Secured Obligations.. 10.04

Certain Waivers. Holdings Each Guarantor acknowledges and each Subsidiary Guarantor waives agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or collateral interests, and without the necessity at any time of having to take recourse against the Borrower hereunder or against any collateral securing the Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrower or any other Person (including any co-guarantor) or pursuit of any other remedy or enforcement any other right, (c) it will not assert any defenses (i) with respect to any change in the corporate existence or structure of the Borrower, (ii) with respect to any Law of any jurisdiction or any event affecting any term of the obligations of each Guarantor under this Article XI or (iii) as a result or related to any other circumstance that might constitute a defense of the Borrowers Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) it will not assert any right to proceed claims or set-off rights that such Guarantor may have and (e) nothing contained herein shall prevent or limit action being taken against the BorrowersBorrower hereunder, proceed against under the other Loan Documents or exhaust the other documents and agreements relating to the Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrower nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors’ obligations hereunder unless as a result thereof, the Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors’ obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Guarantied Obligations, or pursue any other remedy in except through the power exercise of any Secured Party whatsoever; (e) any benefit rights of subrogation pursuant to Section 11.02 and any right through the exercise of rights of contribution pursuant to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsSection 11.06.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives and agrees that the Guarantor’s obligations hereunder shall be unconditional and shall apply irrespective of, and not be in any way affected by, (a) any defense arising by reason of any disability or other defense of the Borrowers Purchaser or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Sellers) of the liability of the BorrowersPurchaser other than the defense of payment or performance of the Obligations in full in cash or the release thereof in accordance with the Purchase Agreement and the other Loan Documents; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersPurchaser; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersPurchaser, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party the Sellers whatsoever; (ed) any benefit of and any right to participate in any security now or hereafter held by the Sellers; (e) any Secured Partyright to revoke this Guaranty (and the Guarantor acknowledges that this Guaranty is continuing in nature and applies to all Obligations, whether existing now or in the future); and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law or equitable principles limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations; provided that nothing hereunder shall prevent the Guarantor from pursuing in an independent action any claim it may have against any person.

Certain Waivers. Holdings Each Subsidiary Guarantor hereby expressly waives: (a) notice of the acceptance by the Administrative Agent or any other Lender Party of this Guaranty, (b) notice of the existence or creation or non-payment of any of the Guaranteed Obligations, (c) presentment, demand, notice of dishonor, protest, and, except as otherwise expressly provided in the Loan Documents, all other notices whatsoever, (d) all diligence in collection or protection of or realization upon any Guaranteed Obligations or any security for or guaranty of any Guaranteed Obligations and each (e) any right (except as shall be required by applicable statute and cannot be waived) to require any Lender Party to (i) proceed against the Borrower, any other Subsidiary Guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other Subsidiary Guarantor or any other party or (iii) pursue any other remedy in any Lender Party’s power whatsoever. Each Subsidiary Guarantor waives (a) any defense based on or arising by reason out of any disability or other defense of the Borrowers Borrower, any other Subsidiary Guarantor or any other guarantorparty, other than payment in full in cash of the Guaranteed Obligations, based on or arising out of the disability of the Borrower, any other Subsidiary Guarantor or any other party, or the validity, legality or unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based Borrower other than payment in full in cash of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that the Lender Parties may, at their election, foreclose on any claim that Holdings’ security held by the Administrative Agent or any Subsidiary Guarantor’s obligations exceed other Lender Party by one or are more burdensome than those of the Borrowers; (c) the benefit judicial or nonjudicial sales, whether or not every aspect of any statute of limitations affecting Holdings’ such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Lender Parties may have against the Borrower or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligationsother party, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate security, without affecting or impairing in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting way the liability of or exonerating guarantors or sureties (other than Payment In Full)any of the undersigned hereunder except to the extent the Guaranteed Obligations have been paid. Holdings and each Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands any defense arising out of any kind such election by the Lender Parties, even though such election operates to impair or nature whatsoever with respect to extinguish any right of reimbursement or subrogation or other right or remedy of such undersigned against the Guarantied Obligations, and all notices of acceptance of this guaranty Borrower or of the existence, creation any other party or incurrence of new or additional Guarantied Obligationsany security.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyLender or the Agent) (other than the indefeasible payment in full in cash of Guaranteed Obligations and any other amounts payable under this Guaranty, as described in Paragraph 7) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary each Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary each Guarantor’s liability hereunder; (d) any right to require the Agent or any Lender to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Agent’s or any Lender’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Agent or any Secured PartyLender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Designated Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent, the Sustainability Structuring Agent, any Secured PartyLender or any L/C Issuer) of the liability of the Borrowersany Designated Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the Borrowersany Designated Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require the Administrative Agent, the Sustainability Structuring Agent, any Lender or any L/C Issuer to proceed against the Borrowersany Designated Borrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s, the Sustainability Structuring Agent’s, any Xxxxxx’s or any L/C Issuer’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Secured PartyLender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives to the maximum extent permitted by applicable law (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantorguarantors, or the cessation from any cause whatsoever (including any act or omission of any Secured Lender Party) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Lender Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Lender Party; (f) any defense arising from any law or regulation of any jurisdiction or any other event affecting any term of an obligation of such Guarantor; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullfull payment and performance). Holdings and each Subsidiary Each Guarantor expressly waives to the maximum extent permitted by applicable law all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. 10.04

Certain Waivers. Holdings and each Subsidiary Guarantor waives to the fullest extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower, any other Loan Party, or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Guaranteed Party) of the liability of the BorrowersBorrower (other than the defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds); (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to require any Guaranteed Party to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Guaranteed Party whatsoeverwhatsoever and any defense based upon the doctrines of marshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Guaranteed Party; (f) any fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of Holdings under this Guaranty; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullthe defense that the Guaranteed Obligations have been fully performed and paid in full in immediately available funds). Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings To the extent permitted by law, Pledgor hereby waives and each Subsidiary Guarantor waives relinquishes, to the maximum extent permitted by applicable laws, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including: (a) any defense arising by reason of any disability right to require Collateral Agent or the other defense of the Borrowers Secured Parties to proceed against CCH Direct Parent or any other guarantor, Person or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for held by Collateral Agent or the Guarantied Obligations, other Secured Parties at any time or to pursue any other remedy in the Collateral Agent’s or any other Secured Party’s power of before proceeding against Pledgor; (b) any right to enforce any remedy that Collateral Agent or any other Secured Party whatsoever; (e) may have against CCH Direct Parent or any benefit of other Person and any right to participate in any security held by Collateral Agent until the Release Date; (c) any right to require Collateral Agent to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly set forth herein or expressly provided in any of the Note Documents; (d) any right to assert the bankruptcy or insolvency of CCH Direct Parent or any other Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of Collateral Agent’s or any other Secured Party’s election, in any proceeding instituted under the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code; (e) any right under any law purporting to reduce Pledgor’s obligations hereunder if the Secured Liabilities are reduced other than as a result of payment of such Secured Liabilities; (f) any defense based on the repudiation of any Note Document by CCH Direct Parent or any other Person, the failure by Collateral Agent or any other Secured Party to enforce any claim against Pledgor, CCH Direct Parent or any other Person or the unenforceability in whole or in part of any Note Document; (g) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by Collateral Agent of, this Agreement; (h) any defense based upon an election of remedies by Collateral Agent or any other Secured Party, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against CCH Direct Parent or another Person for reimbursement, or both; (i) any defense based on any offset against any amounts which may be owed by any Person to Pledgor for any reason whatsoever; (j) any defense based on any act, failure to act, delay or omission whatsoever on the part of CCH Direct Parent or any of its Affiliates or the failure by CCH Direct Parent or any of its Affiliates to do any act or thing or to observe or perform any covenant, condition or agreement to be observed or performed by it under any Note Document; (k) any defense, setoff or counterclaim which may at any time be available to or asserted by CCH Direct Parent or any of its Affiliates against Collateral Agent, any other Secured Party or any other Person under any Note Document (other than the occurrence of the Release Date); (l) any duty on the part of Collateral Agent or any other Secured Party to disclose to Pledgor any facts or other information Collateral Agent or any other Secured Party may now or hereafter held by know about CCH Direct Parent or any of its Affiliates related to the business, operations or condition (financial or otherwise) of CCH Direct Parent or its properties or to any Note Document or the transactions undertaken pursuant to, or contemplated by, any such Note Document, regardless of whether Collateral Agent or any other Secured PartyParty has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume, or have reason to believe that such facts are unknown to Pledgor, or have a reasonable opportunity to communicate such facts to Pledgor; (m) any defense based on any change in the time, manner or place of any payment under, or in any other term of, any Note Document or any other amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of any Note Document; and (fn) to the fullest extent permitted by law, any and all other defenses defense based upon any borrowing or benefits that may be derived from or afforded by applicable Law limiting the liability grant of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or a security interest under Section 364 of the existence, creation or incurrence of new or additional Guarantied ObligationsUnited States Bankruptcy Code.

Certain Waivers. Holdings and each Subsidiary Guarantor waives (a) To the fullest extent permitted by applicable Law, the Guarantor hereby expressly and irrevocably waives any defense and all rights or defenses arising by reason of any disability or other defense Law that would otherwise require any election of remedies by the Guaranteed Party. Without limiting the foregoing, the Guarantor waives promptness, diligence, notice of the Borrowers or any other guarantoracceptance of this Limited Guarantee and of the Guaranteed Obligations, or presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the cessation from any cause whatsoever (including any act or omission incurrence of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor Guaranteed Obligations and all other notices or demands of any kind (other than notices expressly required to be provided to Parent pursuant to Section 9.4 of the Merger Agreement to trigger payment of the Guaranteed Obligations), any right to require the Guaranteed Party to proceed against Top Parent, Parent, BBX Intermediate and Merger Sub, all defenses which may be available by virtue of any valuation, stay, moratorium law or nature whatsoever other similar law now or hereafter in effect, any right to require the marshalling of assets of Top Parent, Parent, BBX Intermediate or Merger Sub or any other Person in connection with respect to the Guarantied Obligationstransactions contemplated by the Merger Agreement, and all notices guarantor or suretyship defenses generally (other than (i) as a result of acceptance payment of the Guaranteed Obligations in full in accordance with their terms, (ii) defenses to the payment of the Guaranteed Obligations that are available to Top Parent, Parent, BBX Intermediate and Merger Sub under the Merger Agreement, if any (other than defenses arising from the bankruptcy or insolvency of Top Parent, Parent, BBX Intermediate or Merger Sub or as expressly waived in Section 3(b) hereof) or (iii) as a result of the material breach by the Guaranteed Party of the terms of this guaranty Limited Guarantee; the foregoing clauses (i), (ii) and (iii), the “Retained Defenses”). The Guarantor hereby unconditionally and irrevocably agrees that it shall not, directly or of indirectly, institute, and shall cause its respective Affiliates not to institute, any Action or make any claim asserting that, or assert as a defense that, this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Guarantor acknowledges that it and its Affiliates will receive substantial direct and indirect benefits from the existence, creation or incurrence of new or additional Guarantied Obligationstransactions contemplated by the Merger Agreement.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (ato the fullest extent permitted by law(a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Administrative Agent) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the Administrative Agent’s power whatsoever and any defense based upon the doctrine of any Secured Party whatsoevermarshalling of assets or of election of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent; (f) any Secured Party; fact or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of such Guarantor under this Guaranty and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)the defense that the Guaranteed Obligations have been fully performed and indefeasibly paid in full in cash. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Certain Waivers. Holdings and each Each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.. 12.04

Certain Waivers. Holdings and each Subsidiary The Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Company or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyHolders) of the liability of the BorrowersCompany other than indefeasible payment and performance in full of the Guaranteed Obligations; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s obligations exceed or are more burdensome than those of the BorrowersCompany; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s liability hereunder; (d) any right to require any Holders to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligations, Company or pursue any other remedy in the any Holder’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (fe) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations. The Guarantor waives any rights and defenses that are or may become available to the Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York. The foregoing waivers and the provisions hereinafter set forth in this Guaranty that 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 Guaranty or the Guaranteed Obligations.

Certain Waivers. Holdings and each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s 's obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s 's liability hereunder; (d) any right to require the Lender to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Lender 's power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations, including but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, ss.17.001 of the Texas Civil Practice and Remedies Code, and Rule 31 of the Texas Rules of Civil Procedure, or any similar statute. The failure to give notice of the occurrence of any of the events or actions referred to herein, notice of any Default or Event of Default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Borrower, Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations (and the parties intend that Guarantor shall not be considered a "Debtor" as defined in Section 9.102 of the Texas Business and Commerce Code for the purpose of notices required to be given to a Debtor under such code).

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Partythe Lender) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary the Guarantor’s 's obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary the Guarantor’s 's liability hereunder; (d) any right to require the Lender to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Lender 's power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Partythe Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations, including but not limited to the benefits of Chapter 34 of the Texas Business and Commerce Code, ss.17.001 of the Texas Civil Practice and Remedies Code, and Rule 31 of the Texas Rules of Civil Procedure, or any similar statute. The failure to give notice of the occurrence of any of the events or actions referred to herein, notice of any Default or Event of Default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Borrower, any Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations (and the parties intend that no Guarantor shall be considered a "Debtor" as defined in Section 9.102 of the Texas Business and Commerce Code for the purpose of notices required to be given to a Debtor under such code).

Certain Waivers. Holdings To the fullest extent permitted by applicable law, each Guarantor hereby expressly, unconditionally and each Subsidiary Guarantor irrevocably waives (a) any defense and all rights or defenses arising by reason of any disability applicable law (including by virtue of any valuation, stay, moratorium law or other defense similar law now or hereafter in effect) which would otherwise require any election of remedies by the Borrowers or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Guaranteed Party) of the liability of the Borrowers; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) . Each Guarantor hereby unconditionally and irrevocably waives any right to proceed against revoke this Limited Guarantee and acknowledges that this Limited Guarantee is continuing in nature and applies to all presently existing and future Guaranteed Obligations. Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of the Borrowers, proceed against or exhaust any security for acceptance of this Limited Guarantee and of the Guarantied Guaranteed Obligations, or pursue any other remedy in the power presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor Guaranteed Obligations incurred and all other notices or demands of any kind (except for notices to be provided to Parent in accordance with the Merger Agreement), any right to require the marshalling of assets of Parent or nature whatsoever with respect to the Guarantied ObligationsMerger Sub, and all notices suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of acceptance its Subsidiaries, defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement or breach by the Guaranteed Party of this guaranty or Limited Guarantee, each of the existenceforegoing defenses being retained by each Guarantor). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Without limiting the foregoing, creation each Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or incurrence of new or additional Guarantied Obligations.in the future) by reason of:

Certain Waivers. Holdings Each Guarantor acknowledges and each Subsidiary Guarantor waives agrees that (a) any defense arising by reason the guaranty given hereby may be enforced without the necessity of resorting to or otherwise exhausting remedies in respect of any disability other security or other defense collateral interests, and without the necessity at any time of having to take recourse against the Borrowers hereunder or against any collateral securing the Obligations or otherwise, (b) it will not assert any right to require the action first be taken against the Borrowers or any other guarantor, or the cessation from any cause whatsoever Person (including any act co-guarantor) or omission pursuit of any Secured Party) of the liability of the Borrowers; (b) other remedy or enforcement any defense based on any claim that Holdings’ or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; other right, (c) it will not assert any defenses (i) with respect to any change in the benefit corporate existence or structure of any statute Borrower, (ii) with respect to any Law of limitations affecting Holdings’ any jurisdiction or any Subsidiary event affecting any term of the obligations of each Guarantor under this Article XI or (iii) as a result or related to any other circumstance that might constitute a defense of any Borrower or any Guarantor’s liability hereunder; , (d) it will not assert any right to proceed claims or set-off rights that such Guarantor may have and (e) nothing contained herein shall prevent or limit action being taken against the BorrowersBorrowers hereunder, proceed against under the other Loan Documents or exhaust the other documents and agreements relating to the Obligations or from foreclosing on any security or collateral interests relating hereto or thereto, or from exercising any other rights or remedies available in respect thereof, if neither the Borrowers nor the Guarantors shall timely perform their obligations, and the exercise of any such rights and completion of any such foreclosure proceedings shall not constitute a discharge of the Guarantors' obligations hereunder unless as a result thereof, the Obligations shall have been paid in full and the commitments relating thereto shall have expired or terminated, it being the purpose and intent that the Guarantors' obligations hereunder be absolute, irrevocable, independent and unconditional under all circumstances. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Guarantied Obligations, or pursue any other remedy in except through the power exercise of any Secured Party whatsoever; (e) any benefit rights of subrogation pursuant to Section 11.02 and any right through the exercise of rights of contribution pursuant to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full). Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied ObligationsSection 11.06.

Certain Waivers. Holdings and each Subsidiary Each US Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; Borrower other than indefeasible payment and performance in full of the Guaranteed Obligations, (b) any defense based on any claim that Holdings’ or any Subsidiary such US Guarantor’s obligations exceed or are more burdensome than those of the Borrowers; Borrower, (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such US Guarantor’s liability hereunder; , (d) any right to require any Secured Party to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party Party’s power whatsoever; , (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; , (f) any defense relating to the failure of the Secured Party to comply with applicable laws in connection with the sale or other disposition of collateral for all or any part of the Guaranteed Obligations, (g) any amendment or waiver of the term of any Guaranteed Obligation, (h) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation and (fi) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each US Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty US Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.

Certain Waivers. Holdings and the US Borrower each Subsidiary Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Guaranteed Party) of the liability of the Borrowersany Borrower; (b) any defense based on any claim that Holdings’ or any Subsidiary Guarantorthe US Borrower’s obligations exceed or are more burdensome than those of the Borrowersany Borrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantorthe US Borrower’s liability hereunder; (d) any right to proceed against the Borrowersany Borrower, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Guaranteed Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; Guaranteed Party and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and the US Borrower each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. Each of Holdings and the US Borrower 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 below, this Guaranty 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 Guaranty 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 Guaranty or the Obligations.

Certain Waivers. Holdings Each Guarantor waives any right (except as shall be required by applicable statute and each Subsidiary cannot be waived) to require the Administrative Agent or the Lenders to (i) proceed against the Borrower, any other Guarantor, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other Guarantor, any other guarantor or any other party or (iii) pursue any other remedy in the Administrative Agent's or the Lenders' power whatsoever. Each Guarantor waives (aexcept as shall be required by applicable statute and cannot be waived) any defense based on or arising by reason out of any disability or other defense of the Borrowers Borrower, any other Guarantor, any other guarantor or any other guarantorparty other than payment in full of the Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guarantor, any other guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) any defense based Borrower other than payment in full of the Obligations. Subject to the notice requirements provided in the Bankruptcy Orders, the Administrative Agent and other Secured Parties may, at their election, foreclose on any claim that Holdings’ security held by the Administrative Agent or any Subsidiary Guarantor’s obligations exceed or are more burdensome than those other Secured Party in respect of the Borrowers; (c) the benefit Secured Obligations by one or more judicial or nonjudicial sales, whether or not every aspect of any statute of limitations affecting Holdings’ such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent and the Lenders may have against the Borrower or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligationsother party, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate security, without affecting or impairing in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting way the liability of or exonerating guarantors or sureties (other than Payment In Full)any Guarantor hereunder except to the extent the Obligations have been paid. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands any defense arising out of any kind such election by the Administrative Agent and the Lenders, even though such election operates to impair or nature whatsoever with respect to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Guarantied Obligations, and all notices of acceptance of this guaranty Borrower or of the existence, creation any other party or incurrence of new or additional Guarantied Obligationsany security.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured PartyBeneficiary, except to the extent constituting bad faith, gross negligence or willful misconduct) of the liability of the BorrowersBorrower; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower, proceed against or exhaust any security for the Guarantied ObligationsIndebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security security, if any, now or hereafter held by the Administrative Agent or any Secured Partyother Beneficiary; and (f) to the fullest extent permitted by lawLaw, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Fullin each case, except to the extent the Guaranteed Obligations are Fully Satisfied). Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations; provided, however, the Administrative Agent shall use best efforts to give notice to Guarantors of any Event of Default concurrently with any notice given to Borrower.

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the BorrowersBorrower or any other Loan Party; (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower or any other Loan Party; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (d) any right to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; (f) any defense arising by reason of any change in the corporate existence, structure or ownership of any Loan Party; and (fg) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Secured Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Secured Obligations. 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. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Secured Obligations.

Certain Waivers. Holdings and each Subsidiary Guarantor Mobile Energy waives (a) any defense arising by reason requirement, and any right to require, that any right or power be exercised or any action be taken against the Company, any other guarantor or any collateral for the Guaranteed Obligations or any guaranty thereof, (b) all defenses to, and all set offs, counterclaims and claims of recoupment against, the Guaranteed Obligations that may at any time be available to the Company or any guarantor, (c) (i) notice of acceptance of and intention to rely on this Guaranty, (ii) notice of the issuance of any disability or other defense Securities under this Indenture and of the Borrowers incurrence or renewal of any other guarantorGuaranteed Obligations, (iii) notice of any of the matters referred to in Section 14.7 and (iv) all other notices that may be required by Law or the cessation from otherwise to preserve any cause whatsoever (rights against Mobile Energy under this Guaranty, including any act or omission notice of any Secured Partydefault, demand, dishonor, presentment and protest, (d) of the liability of the Borrowers; diligence, (be) any defense based on upon, arising out of or in any way related to (i) any claim that Holdings’ any sale or other disposition of any collateral for the Guaranteed Obligations or any Subsidiary Guarantor’s obligations exceed guaranty thereof was not conducted in a commercially reasonable fashion or are more burdensome than those that a public sale, should the Trustee or the Collateral Agent (as the case may be), have elected to so proceed, was, in and of itself, not a commercially reasonable method of sale, (ii) any claim that any election of remedies by the Trustee or the Collateral Agent (as the case may be), including the exercise by the Trustee or the Collateral Agent (as the case may be) of any rights against any collateral, impaired, reduced, released or otherwise extinguished any right that Mobile Energy might otherwise have had against the Company or any other guarantor or against any collateral, including any right of subrogation, exoneration, reimbursement or contribution or right to obtain a deficiency judgment, (iii) any claim based upon, arising out of or in any way related to any of the Borrowers; matters referred to in Section 14.7 and (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary Guarantor’s liability hereunder; (div) any right to proceed claim that this Guaranty should be strictly construed against the Borrowers, proceed against or exhaust any security for the Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; Trustee and (f) to the fullest extent permitted by lawALL OTHER DEFENSES UNDER APPLICABLE LAW THAT WOULD, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties BUT FOR THIS CLAUSE (other than Payment In Fullf), BE AVAILABLE TO MOBILE ENERGY AS A DEFENSE AGAINST OR A REDUCTION OR LIMITATION OF ITS OBLIGATIONS HEREUNDER. Holdings and each Subsidiary Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.77

Certain Waivers. Holdings and each Subsidiary Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers Borrower, any other Loan Party or any other guarantorguarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Secured Creditor Party) of the liability of the BorrowersBorrower (other than 133 1" = "1" "US 170437103" "" US 170437103 the defense of prior payment and performance in full of the Guaranteed Obligations); (b) any defense based on any claim that Holdings’ or any Subsidiary such Guarantor’s obligations exceed or are more burdensome than those of the BorrowersBorrower; (c) the benefit of any statute of limitations affecting Holdings’ or any Subsidiary such Guarantor’s liability hereunder; (d) any right requirement to proceed against the BorrowersBorrower or any other Loan Party, proceed against or exhaust any security for the Guarantied Guaranteed Obligations, or pursue any other remedy in the power of any Secured Creditor Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Creditor Party; and (f) to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by applicable Law law limiting the liability of or exonerating guarantors or sureties (other than Payment In Full)sureties. Holdings and each Subsidiary Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Guaranteed Obligations, and all notices of acceptance of this guaranty Guaranty or of the existence, creation or incurrence of new or additional Guarantied Guaranteed Obligations.