Common use of Consents, Waivers and Renewals Clause in Contracts

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties may at any time and from time to time, either before or after the maturity of the Note Indebtedness, without notice to or further consent of any Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness or the Guaranteed Obligations, and may also make any agreements with any other party to or Person liable on any of the Note Indebtedness, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited Guaranty. The Guarantors agree to make payment to the Agent, for the ratable benefit of the Secured Parties, of any of the Note Indebtedness and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Note Indebtedness or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agent.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement Guarantor agrees that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties Counterparty may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any Guarantor the Guarantor, change the time, manner or place of payment or any other Person extend the time of payment term of, exchange any Obligation, exchange, release, nonperfection or surrender any Collateral collateral for, or renew or change any term of any of the Note Indebtedness or the Guaranteed ObligationsObligations owing to it, and may also make any agreements enter into a written agreement with Primary Obligor or with any other party to the Agreement or Person person liable on any of the Note IndebtednessObligation, or interested therein, for the extension, renewal, payment, compromise, dischargemodification, waiver, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Obligations of the Guarantor under this Guarantee are unconditional, irrespective of the value, genuineness, validity, or enforceability of the Obligations, any law, regulation or order of any jurisdiction or any other event affecting the term of any Obligation or of Counterparty’s rights with respect thereto and, to the fullest extent permitted by applicable law, any other circumstance which might constitute a defense available to, or a discharge of, the Guarantor, including (a) any law, rule or policy that is now or hereafter promulgated by any governmental authority (including any central bank) or regulatory body that may adversely affect Counterparty’s ability or obligation to make or receive such payments, (b) any nationalization, expropriation, war, riot, civil commotion or other similar event, (c) any inability to convert any currency into the currency of payment of such obligation, (d) any inability to transfer funds in the currency of payment of such obligation to the Agent, place of payment therefor. The Guarantor agrees that the Counterparty may have recourse to the Guarantor for the ratable benefit of the Secured Parties, payment of any of the Note Indebtedness and the Guaranteed Obligations Obligations, whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have Counterparty has proceeded against any other collateral security or any obligor principally or secondarily obligated with respect to for any of the Note Indebtedness or the Guaranteed ObligationsObligation. Each The Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Partywaives demands, made at any timepromptness, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as diligence and all notices that may be reasonably requested required by law or to perfect the Counterparty’s rights hereunder except notice to the Guarantor of a default by Primary Obligor under the Agreement, provided, however, that any delay in the delivery of notice shall in no way invalidate the enforceability of this Guarantee. No failure, delay or single or partial exercise by the AgentCounterparty of its rights or remedies hereunder shall operate as a waiver of such rights or remedies. All rights and remedies hereunder or allowed by law shall be cumulative and exercisable from time to time.

Consents, Waivers and Renewals. The Guarantors Each Guarantor hereby renounce renounces to the benefits of division and discussion. The Guarantors Each Guarantor hereby waive waives promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations, Obligations and this Limited Guaranty or the other Note Purchase Documents Agreement and any requirement that the Agent and/or Secured Parties Lenders protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against the Borrower any Guarantor or any other Person or any Collateral before proceeding hereunder. The Guarantors agree Each Guarantor agrees that the Agent and/or Secured Parties Lenders may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any the Borrower or the Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness Obligations or the Guaranteed Obligations, and may also make any agreements with the Borrower, any Guarantor or with any other party to or Person liable on any of the Note IndebtednessObligations, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Lenders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Each Guarantor agrees to make payment to the Agent, for the ratable rateable benefit of the Secured PartiesLenders, of any of the Note Indebtedness Obligations and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties Lenders shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations. Each The Agent and/or Lenders shall be free to deal with the Borrower and the Guarantor hereby irrevocably renounces every right as it may acquire to be released from its guarantee pursuant to applicable lawsees fit. At Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or non judicial sale or enforcement, without affecting any rights and remedies under this Section 14. If, in the request exercise of the any rights or remedies, Agent or any Secured PartyLender shall forfeit any of its rights or remedies, made including its right to enter a deficiency judgment against any Obligor or any other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, Obligors consent to such action by Agent or such Lender and waive any claim based upon such action, even if the action may result in loss of any rights of subrogation that any Obligor might otherwise have had but for such action. Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Obligor shall not impair any other Obligor’s obligation to pay the full amount of the Obligations. Each Obligor waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for the Obligations, even though that election of remedies destroys such Obligor’s rights of subrogation against any other Person. If Agent bids at any timeforeclosure or trustee’s sale or at any private sale, Agent may bid all or a portion of the Guarantors Obligations and the amount of such bid need not be paid by Agent but shall renew be credited against the Limited Guaranty hereunder by executing Obligations. The amount of the successful bid at any such documents sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 14, notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for this purpose as may be reasonably requested by the Agentsuch bidding at any such sale.

Consents, Waivers and Renewals. The Guarantors hereby renounce Guarantor agrees that Creditor may, without giving notice to or obtaining the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice consent of the acceptance hereofGuarantor, notice of intent to accelerate enter into agreements and notice of acceleration and any other notice transactions with respect to the Guaranteed Party, amend or modify agreements with the Guaranteed Party, settle or compromise any of the Note Indebtedness Obligations, grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges, whether full, partial, conditional or otherwise, perfect or fail to perfect any securities, release any undertaking, property or assets charged by any securities to third parties and otherwise deal or fail to deal with the Guaranteed ObligationsParty and others (including, this Limited Guaranty or the other Note Purchase Documents and any requirement that the Agent and/or Secured Parties protectwithout limitation, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person guarantors) and securities, hold moneys received from the Guaranteed Party and others or from any Collateral before proceeding hereunder. The Guarantors agree that securities unappropriated, apply such moneys against part of the Agent and/or Secured Parties may at Obligations and change any time and such application in whole or in part from time to time, either before or after all as the maturity of the Note IndebtednessCreditor may see fit, without notice prejudice to or further consent of any Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness or the Guaranteed Obligations, and may also make any agreements with any other party to or Person liable on any of the Note Indebtedness, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing discharging or affecting diminishing the liability of the Guarantor under this Limited Guaranty. The Guarantors agree to make payment , in each case, except to the Agentextent that the same constitutes a discharge or release, for the ratable benefit whether full, partial, conditional or otherwise, of the Secured Parties, Obligations to the Guaranteed Party. Creditor may resort to Guarantor for payment of any of the Note Indebtedness and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties shall have Creditor has previously resorted to any collateral security, security or shall have proceeded against any other obligor principally or secondarily obligated with respect to for any of the Note Indebtedness or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request waives notice of the Agent acceptance of this Guaranty, and also presentment, protest and notice of protest or dishonor of any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agentevidences of indebtedness guaranteed hereunder.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or Guarantor agrees that the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties Party may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to to, or further consent of any Guarantor or any other Person of, the Guarantor, (a) extend the time of payment of, exchange or change the manner or place for payment of the Obligations; (b) release, exchange, surrender or take or fail to take any Collateral foraction with respect to, or renew alter any of the Note Indebtedness collateral or the Guaranteed Obligations, and may also make any agreements with any other party to or Person liable on any of the Note Indebtedness, or interested therein, security for the extensionObligations; (c) waive, renewaladjust, paymentindulge, compromise, discharge, forebear or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited Guaranty. The Guarantors agree to make payment to the Agent, for the ratable benefit of the Secured Parties, of any of the Note Indebtedness and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated compromise with respect to any of the Note Indebtedness Obligations; (d) settle, compromise, release, liquidate or enforce, upon such terms and in such manner as the Guaranteed Party may determine or as Law may dictate, all or any part of the Obligations; (e) proceed against Obligor, Guarantor or any other guarantor of all or any part of the Obligations and exercise the rights, remedies, powers and privileges of the Guaranteed Party under the LLC Agreement or otherwise in such order and such manner as the Guaranteed Party may, in its discretion, determine, without any necessity to proceed upon or against or exhaust any right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Guaranty as to Guarantor; (f) add or release any other endorser, guarantor or surety relating to any of the Obligations; (g) do all or any combination of the actions set forth in this Section 4, in each case, without in any way impairing, reducing, discharging, terminating or affecting this Guaranty, the liability of Guarantor, or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request rights, remedies, powers and privileges of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for Guaranteed Party under this purpose as may be reasonably requested by the AgentGuaranty.

Consents, Waivers and Renewals. The Guarantors Guarantor hereby renounce renounces the benefits of division and discussion. The Guarantors Guarantor hereby waive waives promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree Guarantor agrees that the Agent and/or Secured Parties may at any time and from time to time, either before or after the maturity of the Note Indebtedness, without notice to or further consent of any the Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness or the Guaranteed Obligations, and may also make any agreements with any other party to or Person liable on any of the Note Indebtedness, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited Guaranty. The Guarantors agree Guarantor agrees to make payment to the Agent, for the ratable benefit of the Secured Parties, of any of the Note Indebtedness and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Note Indebtedness or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Party, made at any time, the Guarantors Guarantor shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agent.

Consents, Waivers and Renewals. The Guarantors Guarantor hereby renounce the benefits of division and discussion. The Guarantors hereby waive waives promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness obligations of the Seller (and where the Guarantor is a Seller, the other Seller) or the Guaranteed Obligations, Obligations and this Limited Guaranty or the other Note Purchase Documents agreement and any requirement that the Agent and/or Secured Parties Purchaser protect, secure, perfect, render opposable perfect or insure any Agent’s Lien security interest or Lien on lien or any Property property subject thereto or exhaust any right or take any action against the Guarantor or any other Person person or entity or any Collateral collateral before proceeding hereunder. The Guarantors agree Guarantor agrees that the Agent and/or Secured Parties Purchaser may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any the Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness obligations of the Seller or the Guaranteed Obligations, and may also make any agreements with the Seller, the Guarantor or with any other party to or Person person liable on any of the Note Indebtednessobligations of the Seller, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Purchaser and the Borrower Guarantor or any such other party or Personperson, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Guarantor agrees to make payment to the Agent, for the ratable benefit of the Secured Parties, Purchaser of any of the Note Indebtedness obligations of the Seller (and where the Guarantor is a Seller, the other Seller) and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties Purchaser shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Note Indebtedness obligations of the Seller or the Guaranteed Obligations. Each The Purchaser shall be free to deal with the Seller and the Guarantor hereby irrevocably renounces every right as it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agentsees fit.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement Guarantor agrees that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties Beneficiaries may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any Guarantor the Guarantor, change the time, manner or place of payment or any other Person extend the time of payment term of, exchange any Obligation, exchange, release, nonperfection or surrender any Collateral collateral for, or renew or change any term of any of the Note Indebtedness or the Guaranteed ObligationsObligations owing to it, and may also make any agreements enter into a written agreement with Primary Obligor or with any other party to the Credit Agreement or Person person liable on any of the Note IndebtednessObligation, or interested therein, for the extension, renewal, payment, compromise, dischargemodification, waiver, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Obligations of the Guarantor under this Guarantee are unconditional, irrespective of the value, genuineness, validity, or enforceability of the Obligations, any law, regulation or order of any jurisdiction or any other event affecting the term of any Obligation or of any Beneficiary’s rights with respect thereto and, to the fullest extent permitted by applicable law, any other circumstance which might constitute a defense available to, or a discharge of, the Guarantor, including (a) any law, rule or policy that is now or hereafter promulgated by any governmental authority (including any central bank) or regulatory body that may adversely affect any Beneficiary’s ability or obligation to make or receive such payments, (b) any nationalization, expropriation, war, riot, civil commotion or other similar event, (c) any inability to convert any currency into the currency of payment of such obligation, (d) any inability to transfer funds in the currency of payment of such obligation to the Agent, place of payment therefor. The Guarantor agrees that the Beneficiaries may have recourse to the Guarantor for the ratable benefit of the Secured Parties, payment of any of the Note Indebtedness and the Guaranteed Obligations Obligations, whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have Beneficiary has proceeded against any other collateral security or any obligor principally or secondarily obligated with respect to for any of the Note Indebtedness or the Guaranteed ObligationsObligation. Each The Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Partywaives demands, made at any timepromptness, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as diligence and all notices that may be reasonably requested required by law or to perfect the AgentBeneficiaries’ rights hereunder except notice to the Guarantor of a default by Primary Obligor under the Credit Agreement, provided, however, that any delay in the delivery of notice shall in no way invalidate the enforceability of this Guarantee. No failure, delay or single or partial exercise by any Beneficiary of its rights or remedies hereunder shall operate as a waiver of such rights or remedies. All rights and remedies hereunder or allowed by law shall be cumulative and exercisable from time to time.

Consents, Waivers and Renewals. The Guarantors Each Guarantor hereby renounce renounces to the benefits of division and discussion. The Guarantors Each Guarantor hereby waive waives promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations, Obligations and this Limited Guaranty or the other Note Purchase Documents Agreement and any requirement that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property property subject thereto or exhaust any right or take any action against the Borrower any Guarantor or any other Person or any Collateral before proceeding hereunder. The Guarantors agree Each Guarantor agrees that the Agent and/or Secured Parties may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any the Borrowers or the Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness Obligations or the Guaranteed Obligations, and may also make any agreements with the Borrowers, any Guarantor or with any other party to or Person liable on any of the Note IndebtednessObligations, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Secured Parties and the Borrower Borrowers or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Each Guarantor agrees to make payment to the Agent, for the ratable rateable benefit of the Secured Parties, of any of the Note Indebtedness Obligations and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties Lenders shall have resorted to any collateral security, or shall have proceeded against any other obligor Loan Party principally or secondarily obligated with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire The Agent and/or Secured Parties shall be free to be released from its guarantee pursuant to applicable law. At deal with the request Borrowers and each of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agentit sees fit.

Consents, Waivers and Renewals. The Guarantors Guarantor hereby renounce agrees that this Guarantee is a continuing guarantee and that its Obligations hereunder shall be absolute and unconditional, irrespective of (a) the benefits of division and discussion. The Guarantors hereby waive promptnessvalidity, diligence, notice regularity or enforceability of the acceptance hereofGuaranteed Obligations; (b) the absence of any action to enforce the same; (c) the existence of any collateral or other assets from which the Guaranteed Obligations could be satisfied by a Beneficiary (including, notice of intent without limitation, any right a Beneficiary may have to accelerate and notice of acceleration and set-off or apply any other notice obligation a different Bear Xxxxxxx entity may owe to Obligor); (d) any waiver, forbearance, amendment, compromise, release, settlement or consent by a Beneficiary with respect to any of the Note Indebtedness Guaranteed Obligations; and (e) the dissolution, liquidation, reorganization or other change regarding Obligor, or Obligor being the subject of any case or proceeding under any bankruptcy or other law for the protection of debtors or creditors, or any other action or matter that would release a guarantor. Guarantor hereby waives diligence; presentment; demand for payment or performance; filing of claims with any court in case of the insolvency, reorganization or bankruptcy of Obligor; protest or notice with respect to the Guaranteed Obligations or the amounts payable by Obligor thereunder; and all demands whatsoever; any fact, event or circumstance that might otherwise constitute a legal or equitable defense to or discharge of Guarantor, including (but without typifying or limiting this waiver), release by a Beneficiary of the Guaranteed Obligations, this Limited Guaranty failure by a Beneficiary to perfect a security interest in any collateral securing performance of any Guaranteed Obligation or to realize the value of any collateral or other Note Purchase Documents assets which may be available to satisfy any Guaranteed Obligation and any requirement delay by a Beneficiary in exercising any of its rights hereunder or against Obligor. Guarantor covenants that this Guarantee will not be discharged except by full, final and irrevocable payment and performance to each Beneficiary of all Guaranteed Obligations incurred while it is effective, and agrees that this Guarantee, and any security therefor, shall continue to be effective or be reinstated (as the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties case may be) if at any time all or any part of any payment or interest thereon of a Guaranteed Obligation or other performance by Obligor of a Guaranteed Obligation is avoided or repaid or restored for any reason whatsoever, all as though such payment had not been made. Guarantor hereby further consents to any renewal or modification of any Guaranteed Obligation or any extension of the time within which such is to be performed and from time to timeany other indulgences, either whether before or after the maturity date of the Note Indebtedness, without notice to or further consent of any Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness or the Guaranteed Obligationsthis Guarantee, and may also make any agreements waives notice with any other party respect thereto. Nothing contained herein shall create an obligation upon a Beneficiary to exercise its rights under this Guarantee or Person liable on any of the Note Indebtedness, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited Guaranty. The Guarantors agree to make payment to the Agent, for the ratable benefit of the Secured Parties, of any of the Note Indebtedness and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated give Obligor credit with respect to any of this Guarantee. To the Note Indebtedness extent that Guarantor guarantees multiple accounts, a Beneficiary may select the account or accounts (if any) for which the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the AgentGuarantee will operate.

Consents, Waivers and Renewals. The Guarantors Parent hereby renounce the benefits of division and discussion. The Guarantors hereby waive waives promptness, ------------------------------ diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations, Obligations and this Limited Guaranty or the other Note Purchase Documents Agreement and any requirement that the Agent Agent, the Security Trustee and/or Secured Parties Lenders protect, secure, perfect, render opposable perfect or insure any Agent’s Security Interest or Lien or Lien on any Property subject thereto or exhaust any right or take any action against either Borrower, any Guarantor or any other Person or any Collateral before proceeding hereunder. The Guarantors agree Parent agrees that the Agent Agent, the Security Trustee and/or Secured Parties Lenders may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any Guarantor or any other Person the Parent extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness Obligations or the Guaranteed Obligations, and may also make any agreements with either Borrower, any Guarantor or with any other party to or Person liable on any of the Note IndebtednessObligations, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent Agent, the Security Trustee and/or any Noteholders Lenders and the Borrower Borrowers or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Parent agrees to make payment to the Agent, for the ratable benefit of the Secured Parties, Agent of any of the Note Indebtedness Obligations and the Guaranteed Obligations whether or not the Agent Agent, the Security Trustee and/or any Secured Parties Lenders shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire The Agent, the Security Trustee and/or Lenders shall be free to be released from its guarantee pursuant to applicable law. At deal with the request Borrowers and each of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agentit sees fit.

Consents, Waivers and Renewals. The Guarantors Each Borrower and the Guarantor ------------------------------ hereby renounce the benefits of division and discussion. The Guarantors hereby waive waives promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations, Obligations and this Limited Guaranty or the other Note Purchase Documents Agreement and any requirement that the Agent and/or Secured Parties Lenders protect, secure, perfect, render opposable perfect or insure any Agent’s Security Interest or Lien or Lien on any Property subject thereto or exhaust any right or take any action against any Borrower, Guarantor or any other Person or any Collateral before proceeding hereunder. The Guarantors agree Each Borrower or the Guarantor agrees that the Agent and/or Secured Parties Lenders may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any other Borrower or the Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness Obligations or the Guaranteed Obligations, and may also make any agreements with the Borrower, the Guarantor or with any other party to or Person liable on any of the Note IndebtednessObligations, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Lenders and the Borrower Borrowers or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Each Borrower and the Guarantor agrees to make payment to the Agent, for the ratable benefit of the Secured Parties, Agent of any of the Note Indebtedness Obligations and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties Lenders shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations. Each The Agent and/or Lenders shall be free to deal with the Borrowers and the Guarantor hereby irrevocably renounces every right as it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agentsees fit.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Loan Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Credit Documents and any requirement that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties may at any time and from time to time, either before or after the maturity of the Note Loan Indebtedness, without notice to or further consent of any Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Loan Indebtedness or the Guaranteed Obligations, and may also make any agreements with any other party to or Person liable on any of the Note Loan Indebtedness, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Lenders and the Borrower Borrowers or any such other party or Person, without in any way impairing or affecting this Limited Guaranty. The Guarantors agree to make payment to the Agent, for the ratable benefit of the Secured Parties, of any of the Note Loan Indebtedness and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Note Loan Indebtedness or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agent.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement Guarantor agrees that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties Counterparty may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any Guarantor the Guarantor, change the time, manner or place of payment or any other Person extend the time of payment term of, exchange any Obligation, exchange, release, nonperfection or surrender any Collateral collateral for, or renew or change any term of any of the Note Indebtedness or the Guaranteed ObligationsObligations owing to it, and may also make any agreements enter into a written agreement with Primary Obligor or with any other party to the Agreement or Person person liable on any of the Note IndebtednessObligation, or interested therein, for the extension, renewal, payment, compromise, dischargemodification, waiver, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Obligations of the Guarantor under this Guarantee are unconditional, irrespective of the value, genuineness, validity, or enforceability of the Obligations, any law regulation or order of any jurisdiction or any other event affecting the term of any Obligation or of Counterparty's rights with respect thereto and to the fullest extent permitted by applicable law, any other circumstance which might constitute a defense available to, or a discharge of, the Guarantor, including (a) any law rule or policy that is now or hereafter promulgated by any governmental authority (including any central bank) or regulatory body that may adversely affect Counterparty's ability or obligation to make or receive such payments, (b) any nationalization, expropriation, war, riot, civil commotion or other similar event, (c) any inability to convert any currency into the currency of payment of such obligation, (d) any inability to transfer funds in the currency of payment of such obligation to the Agent, place of payment therefor. The Guarantor agrees that the Counterparty may have recourse to the Guarantor for the ratable benefit of the Secured Parties, payment of any of the Note Indebtedness and the Guaranteed Obligations Obligations, whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have Counterparty has proceeded against any other collateral security or any obligor principally or secondarily obligated with respect to for any of the Note Indebtedness or the Guaranteed ObligationsObligation. Each The Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Partywaives demands, made at any timepromptness, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as diligence and all notices that may be reasonably requested required by law or to perfect the Counterparty's rights hereunder except notice to the Guarantor of a default by Primary Obligor under the Agreement, provided however that any delay in the delivery of notice shall in no way invalidate the enforceability of this Guarantee. No failure, delay or single or partial exercise by the AgentCounterparty of its rights or remedies hereunder shall operate as a waiver of such rights or remedies. All rights and remedies hereunder or allowed by law shall be cumulative and exercisable from time to time.

Consents, Waivers and Renewals. The Guarantors Each Guarantor hereby renounce renounces to the benefits of division and discussion. The Guarantors Each Guarantor hereby waive waives promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations, Obligations and this Limited Guaranty or the other Note Purchase Documents Agreement and any requirement that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any the Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against the Borrower any Guarantor or any other Person or any Collateral before proceeding hereunder. The Guarantors agree Each Guarantor agrees that the Agent and/or Secured Parties may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any the Borrower or the Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness Obligations or the Guaranteed Obligations, and may also make any agreements with the Borrower, any Guarantor or with any other party to or Person liable on any of the Note IndebtednessObligations, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Secured Parties and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Each Guarantor agrees to make payment to the Agent, for the ratable rateable benefit of the Secured Parties, of any of the Note Indebtedness Obligations and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties Lenders shall have resorted to any collateral security, or shall have proceeded against any other obligor Loan Party principally or secondarily obligated with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire The Agent and/or Secured Parties shall be free to be released from its guarantee pursuant to applicable law. At deal with the request Borrower and each of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agentit sees fit.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement Guarantor agrees that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties Counterparty may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any Guarantor the Guarantor, change the time, manner or place of payment or any other Person extend the time of payment term of, exchange any Obligation, exchange, release, nonperfect or surrender any Collateral collateral for, or renew or change any term of any of the Note Indebtedness or the Guaranteed ObligationsObligations owing to it, and may also make any agreements enter into a written agreement with the Phibro Companies or with any other party to the Guaranteed Contracts or Person person liable on any of the Note IndebtednessObligation, or interested therein, for the extension, renewal, payment, compromise, dischargemodification, waiver, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree to make payment obligations of the Guarantor under this Guarantee are unconditional, irrespective of the value, genuineness, validity, or enforceability of the Obligations, and, to the Agentfullest extent permitted by applicable law, any other circumstance which might constitute a defense available to, or a discharge of, the Guarantor, except as otherwise set forth in Section 1 above. The Guarantor agrees that the Counterparty may have recourse to the Guarantor for the ratable benefit of the Secured Parties, payment of any of the Note Indebtedness and the Guaranteed Obligations Obligations, whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have Counterparty has proceeded against any other collateral security or any obligor principally or secondarily obligated with respect for any Obligation. The Guarantor waives demand, promptness, diligence and all notices that may be required by law or to any perfect the Counterparty's rights hereunder except notice to the Guarantor of a default by the Note Indebtedness or Phibro Companies under the Guaranteed ObligationsContracts, provided any delay in the delivery of notice shall in no way invalidate the enforceability of this Guarantee. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent No failure, delay or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested single or partial exercise by the AgentCounterparty of its rights or remedies hereunder shall operate as a waiver of such rights or remedies. All rights and remedies hereunder or allowed by law shall be cumulative and exercisable from time to time.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement Indemnitor agrees that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Indemnified Parties may at any time and from time to time, either before or after the maturity upon prior written consent of the Note IndebtednessIndemnitor (which consent shall be made in the Indemnitor’s sole discretion), without notice to or further consent of any Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral collateral for, or renew any of the Note Indebtedness or the Guaranteed ObligationsFinancial Assurance, and may also also, subject to such consent of the Indemnitor, make any agreements with any other party to or Person liable on any of the Note Indebtedness, or interested therein, agreement for the extension, renewal, payment, compromise, discharge, discharge or release thereofof the Financial Assurance, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Indemnified Parties and the Borrower or any such other party or Personbeneficiaries of the Financial Assurance, without in any way impairing or affecting this Limited Guarantythe Indemnitor’s obligations hereunder. The Guarantors agree to Indemnitor shall make payment payments hereunder without any reduction on account of any counterclaim, set off, or defense Indemnitor may have against any Indemnified Party or any other Person. The Indemnitor unconditionally waives, to the Agentgreatest extent permitted by Applicable Law, for the ratable benefit each of the Secured Partiesfollowing rights, remedies and notices: (a) any and all notice of the renewal, extension or accrual of any of the Note Indebtedness obligations under this Agreement and notice of or proof of reliance by any Indemnified Party upon this Agreement, or acceptance of this Agreement, and the Guaranteed Obligations whether obligations under this Agreement, (b) subject to Section 1.02(c), any requirement that any Indemnified Party exhaust any right or take any action against the SET Companies, the Indemnitor or any other Person or any collateral, (c) any and all rights which Indemnitor may have or which at any time hereafter may be conferred upon it, by statute (including but not the Agent and/or any Secured Parties shall have resorted limited to any collateral securitystatute of limitations), regulation or shall have proceeded otherwise, to terminate or cancel this Agreement except in accordance with its terms, (d) all notices which may be required by statute, rule of law or otherwise to preserve any rights against the Indemnitor hereunder, including, without limitation, any other obligor principally demand, presentment, protest, proof or secondarily obligated notice of nonpayment of any amounts payable under or in respect of the Financial Assurances, and notice of any failure on the part of SET Companies to perform and comply with any term or condition of any Financial Assurance except as may be required thereby, (e) any rights in respect of the failure of the Indemnified Parties to assert rights to the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Note Indebtedness or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request Financial Assurances except as otherwise set forth herein, (f) any requirement of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for diligence and (g) notice of acceptance of this purpose as may be reasonably requested by the AgentAgreement.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement Guarantor agrees that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties Counterparty may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any Guarantor Guarantor, change the time, manner or place of payment or any other Person extend the time of payment term of, exchange any Obligation, exchange, release, fail to perfect or surrender any Collateral collateral for, or renew or change any term of any of the Note Indebtedness or the Guaranteed ObligationsObligations owing to it, and may also make any agreements enter into a written agreement with Primary Obligor or with any other party to the Agreement or Person person liable on any of the Note IndebtednessObligation, or interested therein, for the extension, renewal, payment, compromise, dischargemodification, waiver, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Except as otherwise set forth in Section 1 hereof, the Obligations of Guarantor under this Guarantee are unconditional, irrespective of (i) the lack of value, genuineness, validity, or enforceability of the Obligations, (ii) any law, regulation or order of any jurisdiction or any other similar event affecting the term of any Obligation or of Counterparty’s rights with respect thereto and (iii) to the fullest extent permitted by applicable law, (a) any law, rule or policy that is now or hereafter promulgated by any governmental authority (including any central bank) or regulatory body that may adversely affect Counterparty’s ability or obligation to make or receive such payments, (b) any nationalization, expropriation, war, riot, civil commotion or other similar event, (c) any inability to convert any currency into the currency of payment of such obligation, and (d) any inability to transfer funds in the currency of payment of such obligation to the Agent, place of payment therefor. Guarantor agrees that Counterparty may have recourse to Guarantor for the ratable benefit of the Secured Parties, payment of any of the Note Indebtedness and the Guaranteed Obligations Obligations, whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have Counterparty has proceeded against any other collateral security or any obligor principally or secondarily obligated with respect to for any of the Note Indebtedness or the Guaranteed ObligationsObligation. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Partywaives demands, made at any timepromptness, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as diligence and all notices that may be reasonably requested required by law or to perfect Counterparty's rights hereunder except notice to Guarantor of a default by Primary Obligor under the AgentAgreement, provided, however, that any delay in the delivery of notice shall in no way invalidate the enforceability of this Guarantee. No failure, delay or single or partial exercise by Counterparty of its rights or remedies hereunder shall operate as a waiver of such rights or remedies. All rights and remedies hereunder or allowed by law shall be cumulative and exercisable from time to time.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness(a) Guarantor agrees that Beneficiary, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any Guarantor or any other Person Guarantor, extend the time of payment of, exchange or surrender any Collateral collateral for, or renew any of the Note Indebtedness or the Guaranteed Agreement Obligations, and may also make any agreements agreement with Counterparty or with any other party to or Person person liable on any of the Note IndebtednessAgreement Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Beneficiary and the Borrower Counterparty or any such other party or Personperson, without in any way impairing or affecting this Limited Guaranty. The Guarantors agree Guarantor agrees that Beneficiary may resort to make Guarantor for payment to the Agent, for the ratable benefit of the Secured Parties, of any of the Note Indebtedness and the Guaranteed Obligations Agreement Obligations, whether or not the Agent and/or any Secured Parties Beneficiary shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Note Indebtedness or the Guaranteed Agreement Obligations. Each . (b) Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee waives all defenses, including, without limitation, all suretyship defenses (i.e. defenses which, pursuant to applicable lawthe laws of suretyship, would otherwise relieve a guarantor of its obligations under a guaranty), and agrees that it will remain bound and liable upon this Guaranty notwithstanding any such defenses, except however, Guarantor does not waive and hereby reserves the right to assert Certain Counterparty Defenses (as hereinafter defined). At the request For purposes of the Agent or any Secured Party, made at any timethis paragraph, the Guarantors term “Certain Counterparty Defenses” shall renew mean only those defenses to payment of any Agreement Obligation which Counterparty may assert in good faith as a primary obligor under the Limited Guaranty hereunder by executing such documents for this purpose Agreement, other than (i) defenses arising from the bankruptcy or insolvency of Counterparty, (ii) defenses arising from incapacity or lack of corporate or other authority to execute the Agreement, and (iii) as may be reasonably requested by the Agentexpressly provided herein.

Consents, Waivers and Renewals. The Guarantors Each Guarantor hereby renounce renounces to the benefits of division and discussion. The Guarantors Each Guarantor hereby waive waives promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations, Obligations and this Limited Guaranty or the other Note Purchase Documents Agreement and any requirement that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any the Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any Borrower, any Guarantor, or any other Person or any Collateral before proceeding hereunder. The Guarantors agree Each Guarantor agrees that the Agent and/or Secured Parties may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any the Borrowers or the Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral for, or renew any of the Note Indebtedness Obligations or the Guaranteed Obligations, and may also make any agreements with any Borrower, any Guarantor, or any other party to or Person liable on any of the Note IndebtednessObligations, or interested therein, for the extension, renewal, payment, compromise, discharge, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Secured Parties and the Borrower Borrowers or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Each Guarantor agrees to make payment to the Agent, for the ratable rateable benefit of the Secured Parties, of any of the Note Indebtedness Obligations and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties Lenders shall have resorted to any collateral security, or shall have proceeded against any other obligor Loan Party principally or secondarily obligated with respect to any of the Note Indebtedness Obligations or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire The Agent and/or Secured Parties shall be free to be released from its guarantee pursuant to applicable law. At deal with the request Borrowers and each of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as may be reasonably requested by the Agentit sees fit.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement Guarantor agrees that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties Lender may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any Guarantor the Guarantor, change the time, manner or place of payment or any other Person extend the time term of payment ofany Obligation, exchange exchange, release, or surrender any Collateral collateral for, or renew or change any term of, any of the Note Indebtedness or the Guaranteed ObligationsObligations owing to it, and may also make any agreements enter into a written agreement with Salomon or with any other party to or Person person liable on any of the Note IndebtednessObligation, or interested therein, for the extension, renewal, payment, compromise, dischargemodification, waiver, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree to make payment Obligations of the Guarantor under this Guarantee are unconditional, irrespective of the value, genuineness, validity, or enforceability of the Obligations, and, to the Agentfullest extent permitted by applicable law, any other circumstance which might constitute a defense available to, or a discharge of, the Guarantor. The Guarantor agrees that the Lender may have recourse to the Guarantor for the ratable benefit of the Secured Parties, payment of any of the Note Indebtedness and the Guaranteed Obligations Obligations, whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have Lender has proceeded against any other collateral security or any obligor principally or secondarily obligated with respect to for any of the Note Indebtedness or the Guaranteed ObligationsObligation. Each The Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Partywaives demands, made at any timepromptness, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as diligence and all notices that may be reasonably requested required by law or to perfect the Lender's rights hereunder except notice to the Guarantor of a default by Salomon under the Agreement. No failure, delay or single or partial exercise by the AgentLender of its rights or remedies hereunder shall operate as a waiver of such rights or remedies. All rights and remedies hereunder or allowed by law shall be cumulative and exercisable from time to time.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement Each Guarantor agrees that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Parties Counterparty may at any time and from time to time, either before or after the maturity of the Note Indebtednessthereof, without notice to or further consent of any Guarantor the Guarantors, change the time, manner or place of payment or any other Person extend the time of payment term of, exchange any Obligation, exchange, release, nonperfection or surrender any Collateral collateral for, or renew or change any term of any of the Note Indebtedness or the Guaranteed ObligationsObligations owing to it, and may also make any agreements enter into a written agreement with Primary Obligor or with any other party to the Agreement or Person person liable on any of the Note IndebtednessObligation, or interested therein, for the extension, renewal, payment, compromise, dischargemodification, waiver, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders and the Borrower or any such other party or Person, without in any way impairing or affecting this Limited GuarantyGuarantee. The Guarantors agree Obligations of each Guarantor under this Guarantee are absolute and unconditional, subject to the proportionate limitation in Section 2 hereof, irrespective of the value, genuineness, validity, or enforceability of the Obligations, any law regulation or order of any jurisdiction or any other event affecting the term of any Obligation or of the Counterparty’s rights with respect thereto and to the fullest extent permitted by applicable law, any other circumstance which might constitute a defense available to, or a discharge of, a Guarantor, including (a) any law rule or policy that is now or hereafter promulgated by any governmental authority (including any central bank) or regulatory body that may adversely affect the Counterparty’s ability or obligation to make or receive such payments, (b) any nationalization, expropriation, war, riot, civil commotion or other similar event, (c) any inability to convert any currency into the currency of payment of such obligation, (d) any inability to transfer funds in the currency of payment of such obligation to the Agentplace of payment therefore. Each Guarantor agrees that the Counterparty may have recourse to such Guarantor for payment of its Pro-rata Obligation, for the ratable benefit of the Secured Parties, of any of the Note Indebtedness and the Guaranteed Obligations whether or not the Agent and/or any Secured Parties shall have resorted to any collateral security, or shall have Counterparty has proceeded against any other collateral security or any obligor principally or secondarily obligated with respect to for any of Obligation. To the Note Indebtedness or the Guaranteed Obligations. Each extent permitted by law, each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request of the Agent or any Secured Partywaives demands, made at any timepromptness, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for this purpose as diligence and all notices that may be reasonably requested required by law or to perfect the Counterparty’s rights hereunder except notice to such Guarantor of a default by Primary Obligor under the Agreement; provided however that any delay in the delivery of notice shall in no way invalidate the enforceability of this Guarantee. No failure, delay or single or partial exercise by the AgentCounterparty of its rights or remedies hereunder shall operate as a waiver of such rights or remedies. All rights and remedies hereunder or allowed by law shall be cumulative and exercisable from time to time.

Consents, Waivers and Renewals. The Guarantors hereby renounce the benefits of division and discussion. The Guarantors hereby waive promptness, diligence, notice of the acceptance hereof, notice of intent to accelerate and notice of acceleration and any other notice with respect to any of the Note Indebtedness or the Guaranteed Obligations, this Limited Guaranty or the other Note Purchase Documents and any requirement Indemnitor agrees that the Agent and/or Secured Parties protect, secure, perfect, render opposable or insure any Agent’s Lien or Lien on any Property subject thereto or exhaust any right or take any action against any other Person or any Collateral before proceeding hereunder. The Guarantors agree that the Agent and/or Secured Indemnified Parties may at any time and from time to time, either before or after the maturity (i) upon prior written consent of the Note IndebtednessIndemnitor (which consent shall be made in the Indemnitor’s sole discretion), without notice to or further consent of any Guarantor or any other Person extend the time of payment of, exchange or surrender any Collateral collateral for, or renew any of the Note Indebtedness or the Guaranteed ObligationsFinancial Assurance, and may also also, subject to such consent of the Indemnitor, make any agreements with any other party to or Person liable on any of the Note Indebtedness, or interested therein, agreement for the extension, renewal, payment, compromise, discharge, discharge or release thereofof the Financial Assurance, in whole or in part, or for any modification of the terms thereof or of any agreement between the Agent and/or any Noteholders Indemnified Parties and the Borrower beneficiaries of the Financial Assurance, and (ii) provide Post-Closing Financial Assurances, if requested by any SET Company to be provided on or any such other party or Personafter the Closing Date, in each case, without in any way impairing or affecting this Limited Guarantythe Indemnitor’s obligations hereunder. The Guarantors agree to Indemnitor shall make payment payments hereunder without any reduction on account of any counterclaim, set off, or defense Indemnitor may have against any Indemnified Party or any other Person. The Indemnitor unconditionally waives, to the Agentgreatest extent permitted by Applicable Law, for the ratable benefit each of the Secured Partiesfollowing rights, remedies and notices: (a) any and all notice of the renewal, extension or accrual of any of the Note Indebtedness obligations under this Agreement and notice of or proof of reliance by any Indemnified Party upon this Agreement, or acceptance of this Agreement, and the Guaranteed Obligations whether obligations under this Agreement, (b) subject to Section 1.02(c), any requirement that any Indemnified Party exhaust any right or take any action against the SET Companies, the Indemnitor or any other Person or any collateral, (c) any and all rights which Indemnitor may have or which at any time hereafter may be conferred upon it, by statute (including but not the Agent and/or any Secured Parties shall have resorted limited to any collateral securitystatute of limitations), regulation or shall have proceeded otherwise, to terminate or cancel this Agreement except in accordance with its terms, (d) all notices which may be required by statute, rule of law or otherwise to preserve any rights against the Indemnitor hereunder, including, without limitation, any other obligor principally demand, presentment, protest, proof or secondarily obligated notice of nonpayment of any amounts payable under or in respect of the Financial Assurances, and notice of any failure on the part of SET Companies to perform and comply with any term or condition of any Financial Assurance except as may be required thereby, (e) any rights in respect of the failure of the Indemnified Parties to assert rights to the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Note Indebtedness or the Guaranteed Obligations. Each Guarantor hereby irrevocably renounces every right it may acquire to be released from its guarantee pursuant to applicable law. At the request Financial Assurances except as otherwise set forth herein, (f) any requirement of the Agent or any Secured Party, made at any time, the Guarantors shall renew the Limited Guaranty hereunder by executing such documents for diligence and (g) notice of acceptance of this purpose as may be reasonably requested by the AgentAgreement.