Common use of GUARANTOR'S WAIVERS Clause in Contracts

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives and agrees not to assert: (i) any right to require Administrative Agent or, any Lending Party or any Bank Product Provider to proceed against any Borrower, any other Guarantor or any other Person, or to pursue any other right, remedy, power or privilege of Administrative Agent or, any Lending Party or any Bank Product Provider whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations (and in this regard that the performance of any act or any payment which tolls any statute of limitations applicable to Secured Obligations under any of the Loan Documents or any Bank Product will similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder); (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Subsidiary Guarantor or any other Person (other than payment in full of the Guaranteed Obligations); (iv) any defense based upon Administrative Agent’s or, any Lending Party’s or any Bank Product Provider’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.15; and (vii) any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Administrative Agent and, the Lending Parties and the Bank Product Providers upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any Borrower, any Guarantor or any other Person with respect to the Guaranteed Obligations.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives and agrees not to assertThe Guarantors waive: (ia) any right to require Administrative Agent or, any Lending Party or any Bank Product Provider to proceed against any Borrower, any other Guarantor or any other Person, or to pursue any other right, remedy, power or privilege of Administrative Agent or, any Lending Party or any Bank Product Provider whatsoever; (ii) the defense of the statute All statutes of limitations in as a defense to any action hereunder or for proceeding brought against the collection or performance of Guarantors by the Guaranteed Obligations (and in this regard that the performance of any act or any payment which tolls any statute of limitations applicable to Secured Obligations under any of the Loan Documents or any Bank Product will similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder); (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Subsidiary Guarantor or any other Person (other than payment in full of the Guaranteed Obligations); (iv) any defense based upon Administrative Agent’s or, any Lending Party’s or any Bank Product Provider’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoingDiscount Note Indenture Trustee, to the fullest extent permitted by law; (b) Any right they may have to require the Discount Note Indenture Trustee to proceed against the Note Issuers or to pursue any other remedy in their power to pursue; (c) Any defense based on any claim that the Guaranteed Obligations exceed or are more burdensome than those of the Note Issuers under the Indenture; (d) Any defense based on: (i) any legal disability of the Note Issuers, (ii) any defenses discharge, modification, impairment or benefits that may be derived from or afforded by applicable law limiting limitation of the liability of the Note Issuers under the Indenture from any cause, whether consented to by the Discount Note Indenture Trustee or exonerating guarantors arising by operation of law or suretiesfrom any Insolvency Proceeding, (iii) any rejection or disaffirmance of the Discount Notes or any security held for the Discount Notes in any Insolvency Proceeding and (iv) the Guarantors' rights under NRS 104.3605, the Guarantors specifically agreeing that this clause (iv) shall constitute a waiver of discharge under NRS 104.3605; (e) Any defense based on any action taken or omitted (other than gross negligence or willful misconduct) by the Discount Note Indenture Trustee in any Insolvency Proceeding involving the Note Issuers, including any election to have a claim allowed as being secured, partially secured or unsecured, any extension of credit by the Discount Note Indenture Trustee to the Note Issuers in any Insolvency Proceeding, and the taking and holding by the Discount Note Indenture Trustee of any security for any such extension of credit; (f) All presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Noteholder Completion Guaranty and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; (g) Any defense based on or arising out of any defense that the Note Issuers may conflict with have to the terms payment or performance of this Section 10.15their obligations under the Indenture or any portion of such obligations; and (viih) any Any defense or benefit based on NRS 40.430 and all notice judicial decisions relating thereto and NRS 40.451 et seq. and judicial decisions relating thereto, the Guarantors agreeing that the waiver in this clause (h) is intended to take advantage of the acceptance of this Guaranty, two (2) waivers permitted by NRS 40.495 (1) and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Administrative Agent and, the Lending Parties and the Bank Product Providers upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any Borrower, any Guarantor or any other Person with respect (2) to the Guaranteed Obligationsmaximum extent permitted.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor (a) Guarantors hereby waives waive and agrees agree not to assert: (i) any right to require Administrative Agent orPark Cattle to xxxxxxxx assets in favor of Obligors, Guarantor, any Lending Party other guarantor or any Bank Product Provider other party, to proceed against any BorrowerObligors, any other Guarantor guarantor or any other Personparty, or to pursue any other right, remedy, power or privilege of Administrative Agent or, any Lending Party or any Bank Product Provider Park Cattle whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations (and in this regard that the performance of any act or any payment which tolls any statute of limitations applicable to Secured Obligations under any of the Loan Documents or any Bank Product will similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder)Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any BorrowerObligors, such Subsidiary Guarantor or any other Person (other than payment in full of the Guaranteed Obligations)party; (iv) any defense based upon Administrative Agent’s or, any Lending Party’s or any Bank Product ProviderPark Cattle’s errors or omissions in the administration of the Guaranteed ObligationsObligations except for Park Cattle’s gross negligence or willful misconduct in connection with such administration; (v) any rights to set-offs and counterclaims; (vi) Guarantor’s rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available with respect to the Guaranteed Obligations to Guarantor by reason of the legal principles described in and/or the Nevada equivalent of California Civil Code Sections 2787 to 2855, inclusive; (vii) any rights or defenses Guarantor may have in respect of their obligations as guarantors or other surety by reason of any election of remedies by the creditor; (viii) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that which may conflict with the terms of this Section 10.15; andGuaranty. (viib) Guarantor waives any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Administrative Agent and, the Lending Parties and the Bank Product Providers Park Cattle upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations will shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives Except with respect to Park Cattle’s obligation to provide written notice of default or breaches to the CPT (or its successor tenant) pursuant to the Lease, Guarantors waive promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any BorrowerObligors, any Guarantor or any other Person party with respect to the Guaranteed Obligations. (c) The obligations of each of the Guarantors hereunder are independent of and separate from the obligations of Obligors and any other guarantor and upon the occurrence and during the continuance of any breach or default under the Lease, a separate action or actions may be brought against any Guarantor, whether or not Obligors or any such other guarantor is joined therein or a separate action or actions are brought against Obligors or any such other guarantor. (d) Guarantors shall not have any right to require Park Cattle to obtain or disclose any information with respect to: (i) the financial condition or character of Obligors or the ability of Obligors to pay and perform the Guaranteed Obligations; (ii) the Guaranteed Obligations; (iii) the existence or nonexistence of any other guarantees of all or any part of the Guaranteed Obligations; (iv) any action or inaction on the part of Park Cattle or any other party; or (v) any other matter, fact or occurrence whatsoever.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives and agrees not to assert: (i) any right to require Administrative Agent orLender to (a) make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of Borrower's Indebtedness or of any collateral thereto and notice of any action or nonaction on the part of Borrower, Lender, any Lending Party surety, endorser, or other guarantor (including any Bank Product Provider to Guarantor under this Guaranty) in connection with the Indebtedness guaranteed hereunder, or in connection with the creation of new or additional Indebtedness; (b) proceed directly or at once against any person, including Borrower; (c) proceed directly against or exhaust any collateral held from Borrower, any other guarantor (including any Guarantor under this Guaranty), or any other Personperson; (d) give notice of the terms, time, and place of any public or private sale of personal property security held from Borrower or comply with any other provisions of Section 9504 of the California Uniform Commercial Code; (e) give notice of the terms, time, and place of any sale of any collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (f) disclose any information about the Indebtedness, the Borrower, any collateral held as Security for the Indebtedness, or to any other guarantor or surety, or about any action or nonaction of Lender; or (g) pursue any other right, remedy, remedy or course of action in Lender's power or privilege of Administrative Agent or, any Lending Party or any Bank Product Provider whatsoever; (ii) the defense . Guarantor waives its rights under Section 2815 of the statute of limitations in any action hereunder or for California Civil Code to revoke this guaranty as to future advances not yet made to the collection or performance of the Guaranteed Obligations (Borrower, and in this regard that the performance of any act or any payment which tolls any statute of limitations applicable to Secured Obligations under any of the Loan Documents or any Bank Product will similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder); (iii) any defense arising acknowledges that, by reason of any lack this waiver, and subject to the limitation on the maximum liability of corporate or other authority or any other defense of any BorrowerGuarantor as provided above, such Subsidiary Guarantor or any other Person (other than payment in full may have no control over the amount of the Guaranteed Obligations); (iv) any defense based upon Administrative Agent’s or, any Lending Party’s or any Bank Product Provider’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.15; and (vii) any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Administrative Agent and, the Lending Parties and the Bank Product Providers upon this Guaranty, or the exercise of any right, power or privilege obligation for which Guarantor is liable hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any Borrower, any Guarantor or any other Person with respect to the Guaranteed Obligations.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives and agrees not to assert: (i) any right to require Administrative Agent or, any Lending Party or any Bank Product Provider to proceed against any Borrower, any other Guarantor or any other Person, or to pursue any other right, remedy, power or privilege of Administrative Agent or, any Lending Party or any Bank Product Provider whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations (and in this regard that the performance of any act or any payment which tolls any statute of limitations applicable to Secured Obligations under any of the Loan Documents or any Bank Product will similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder); (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Subsidiary Guarantor or any other Person (other than payment in full of the Guaranteed Obligations); (iv) any defense based upon Administrative Agent’s or, any Lending Party’s or any Bank Product Provider’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoingwaives, to the fullest extent permitted by law: (a) all statutes of limitations as a defense to any action or proceeding brought against such Guarantor by the Guaranteed and Secured Parties; (b) any right it may have to require the Guaranteed and Secured Parties to proceed against Borrower or any Guarantor, proceed against or exhaust any defenses security held from Borrower or benefits any Guarantor, or pursue any other remedy in the Guaranteed and Secured Parties’ power to pursue; (c) any defense based on any claim that may be derived from such Guarantor’s obligations exceed or afforded by applicable law limiting are more burdensome than those of Borrower or any other Guarantor; (d) any defense based on: (i) any legal disability of Borrower or any other Guarantor, (ii) any release, discharge, modification, impairment or limitation of the liability of Borrower or exonerating guarantors any Guarantor to the Guaranteed and Secured Parties from any cause, whether consented to by the Guaranteed and Secured Parties or sureties, arising by operation of law or that may conflict with the terms of this Section 10.15; and from any Debtor Relief Laws and (viiiii) any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension rejection or accrual disaffirmance of the Guaranteed Obligations, or any part thereof, or any security held therefor, pursuant to any such Debtor Relief Laws; (e) any defense based on any action taken or omitted by the reliance Guaranteed and Secured Parties in any Debtor Relief Law proceeding involving Borrower or any Guarantor, including any election to have the claims of the Guaranteed and Secured Parties allowed as being secured, partially secured or unsecured, any extension of credit by Administrative Agent andthe Guaranteed and Secured Parties to Borrower or any Guarantor in any such proceeding, the Lending Parties and the Bank Product Providers upon this Guaranty, taking and holding by Agent or the exercise any Lender of any rightsecurity for any such extension of credit; (f) all presentments, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand demands for paymentperformance, notice of defaultintention to accelerate, dishonor notice of acceleration, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty and of the existence, creation, or nonpayment incurring of new or additional indebtedness, and all other demands and notices to of every kind; and (g) any defense based on or upon arising out of any Borrower, defense that Borrower or any Guarantor may have to the payment or performance of the Guaranteed Obligations or any other Person with respect to the Guaranteed Obligationspart of them.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives and agrees not waives: (a) any defense based upon any legal disability or other defense of Borrowers, any other guarantor or other person, or by reason of the cessation or limitation of the liability of Borrowers from any cause other than full payment of all sums payable under the Note or any of the other Loan Documents; (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to assert: act on behalf of any Borrower or any principal of any Borrower or any defect in the formation of any Borrower or any principal of any Borrower; (ic) any defense based upon the application by any Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrowers to Administrative Agent or intended or understood by Administrative Agent or Guarantor; (d) any right to require and defense arising out of an election of remedies by Administrative Agent, even though that (1) Administrative Agent ormay collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrowers; (2) if Administrative Agent forecloses on any real property collateral pledged by Borrowers, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Administrative Agent may collect from Guarantor even if Administrative Agent, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrowers. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrowers’ debt is secured by real property. These rights and defenses being waived by Guarantor include, but are not limited to, any Lending Party rights or any Bank Product Provider to proceed against any Borrowerdefenses based upon Section 580a, any other Guarantor 580b, 580d or 726 of the California Code of Civil Procedure. Without limiting the generality of the foregoing or any other Personprovision hereof, Guarantor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or to pursue any other rightunder California Code of Civil Procedure Sections 580a, remedy580b, power or privilege of Administrative Agent or580d and 726, any Lending Party or any Bank Product Provider whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations (and in this regard such sections. Finally, Guarantor agrees that the performance of any act or any payment which tolls any statute of limitations applicable to Secured Obligations under the Note or any of the other Loan Documents or any Bank Product will shall similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder); (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Subsidiary Guarantor or any other Person (other than payment in full of the Guaranteed Obligations); (iv) any defense based upon Administrative Agent’s or, any Lending Party’s or any Bank Product Provider’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.15; and (vii) any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Administrative Agent and, the Lending Parties and the Bank Product Providers upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any Borrower, any Guarantor or any other Person with respect to the Guaranteed Obligations.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives (a) presentment, demand for payment and agrees not protest of non-performance under the Lease, (b) notice of any kind including, without limitation, notice of acceptance of this Guaranty, protest, presentment, demand for payment, default, nonpayment, or the creation or incurring of new or additional obligations of Landlord to assert: Tenant, (ic) any right to require Administrative Agent orTenant to enforce its rights or remedies against Landlord under the Lease, or otherwise, or against any Lending Party or other guarantor, (d) any Bank Product Provider right to require Tenant to proceed against any Borrower, any other Guarantor security held from Landlord or any other Personparty, (e) any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of Guarantors against Tenant or any such security, whether resulting from an election by Tenant, or to pursue otherwise, (f) any defense based upon any legal disability of Landlord or any other rightguarantor of any Guaranteed Obligations, remedy, power or privilege of Administrative Agent or, any Lending Party or any Bank Product Provider whatsoever; (ii) the defense discharge or limitation of the statute liability of limitations in Landlord or any action hereunder such other guarantor to Tenant, whether consensual or for arising by operation of law, bankruptcy, insolvency or debtor- relief proceeding, (g) any defense based upon any invalidity or unenforceability of the collection Lease, (h) any defense based upon, or arising out of any defense which Landlord may have to the payment or performance of the any Guaranteed Obligations Obligations; and (i) all rights of subrogation, indemnification, contribution and in this regard reimbursement and all rights to enforce any remedy that the performance Landlord or Guarantor may have against Tenant or any other guarantor of any act Guaranteed Obligations. Without limiting the foregoing, the Guarantor hereby waives any and all rights and defenses available to the Guarantor by reason of California Civil Code Sections 2787 through 2855, inclusive, 2899 and 3433, and any successor statutes. Any partial payment by Landlord or any payment other circumstance which tolls operates to toll any statute of limitations applicable as to Secured Obligations under any of the Loan Documents or any Bank Product will similarly Landlord shall operate to toll the statute of limitations applicable as to each such Subsidiary Guarantor’s liability hereunder); (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Subsidiary Guarantor or any other Person (other than payment in full of the Guaranteed Obligations); (iv) any defense based upon Administrative Agent’s or, any Lending Party’s or any Bank Product Provider’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.15; and (vii) any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Administrative Agent and, the Lending Parties and the Bank Product Providers upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any Borrower, any Guarantor or any other Person with respect to the Guaranteed Obligations.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives and agrees not to assert: (i) any right to require Administrative Agent orAgent, any Lending Party or any Bank Product Provider to proceed against any Borrower, any other Guarantor or any other Person, or to pursue any other right, remedy, power or privilege of Administrative Agent orAgent, any Lending Party or any Bank Product Provider whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations (and in this regard that the performance of any act or any payment which tolls any statute of limitations applicable to Secured Obligations under any of the Loan Documents or any Bank Product will similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder); (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Subsidiary Guarantor or any other Person (other than payment in full of the Guaranteed Obligations); (iv) any defense based upon Administrative Agent’s or’s, any Lending Party’s or any Bank Product Provider’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.15; and (vii) any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Administrative Agent andAgent, the Lending Parties and the Bank Product Providers upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any Borrower, any Guarantor or any other Person with respect to the Guaranteed Obligations.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives and agrees not to assert: (i) any right to require Administrative Agent or, any Lending Party or any Bank Product Provider to proceed against any Borrower, any other Guarantor or any other Person, or to pursue any other right, remedy, power or privilege of Administrative Agent or, any Lending Party or any Bank Product Provider whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations (and in this regard that the performance of any act or any payment which tolls any statute of limitations applicable to Secured Obligations under any of the Loan Documents or any Bank Product will similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder); (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Subsidiary Guarantor or any other Person (other than payment in full of the Guaranteed Obligations); (iv) any defense based upon Administrative Agent’s or, any Lending Party’s or any Bank Product Provider’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by applicable law: (a) any right to require Landlord to proceed against Tenant and GHz Acquisition or any collateral, or pursue any defenses other remedy in Landlord’s power whatsoever, and Guarantor waives any additional rights arising under California Civil Code section 2845; (b) any right to require Landlord to xxxxxxxx any assets in favor of Guarantor, Tenant, GHz Acquisition or benefits that may be derived from any other guarantor or afforded other person liable for the Obligations or against or in payment of any Obligations. (c) any notice of any default by applicable law limiting Tenant or GHz Acquisition with respect to any Obligation; (d) any notice of acceptance by Landlord of this Guaranty; (e) any defense based upon the legal disability of Ten ant or GHz Acquisition. any other guarantor, or any other person, or by reason of the cessation or limitation of the liability of or exonerating guarantors or suretiesTenant and GHz Acquisition from any cause (other than full payment of all Obligations); (f) any defense based upon any lack of authority of the officers, directors, partners, or that may conflict with agents acting or purporting to act on behalf of Tenant, GHz Acquisition or any principal of Tenant or GHz Acquisition or any defect in the terms formation of this Section 10.15; andTenant or GHz Acquisition or any principal of Tenant or GHz Acquisition; (viig) any and all notice defense based on Landlord’s failure at any time to require strict performance by Tenant or GHz Acquisition of any term, condition or covenant of the acceptance Lease or by Guarantor of this Guaranty, and Guarantor agrees that such failure shall not waive, alter or diminish any right of Landlord thereafter to demand strict compliance and all notice performance therewith; (h) any defense based on a modification or amendment to the Lease agreed to by Landlord and GHz Acquisition which changes the scope of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by Administrative Agent and, the Lending Parties and the Bank Product Providers upon this Guaranty, or the exercise Guarantor’s risks hereunder; (i) any defense based on Landlord’s election of any rightremedy against Guarantor, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been createdTenant, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any Borrower, any Guarantor GHz Acquisition or any other Person with respect guarantor or other person or some or all of them, or any defense based on the order in which Landlord enforces its remedies; and (j) any defense based upon Landlord’s failure to disclose to Guarantor any information concerning the Guaranteed financial condition of Ten ant or GHz Acquisition or any other circumstances bearing on the ability of Tenant or GHz Acquisition to pay or perform the Obligations.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives and agrees not to assert: waives: (ia) any right to require Administrative Agent or, defense based upon any Lending Party legal disability or any Bank Product Provider to proceed against any other defense of Borrower, any other Guarantor guarantor or any other Personperson, or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all sums payable under the Note or any of the other Loan Documents; (b) any defense based upon any lack of authority of the officers, directors, partners, members, managers or agents acting or purporting to pursue act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal (1) Lender may collect from Guarantor without first foreclosing on any Collateral pledged by Borrower; (2) if Lender forecloses on any Collateral pledged by Borrower, then (A) the amount of the debt may be reduced only by the price for which that Collateral is sold at the foreclosure sale, even if the Collateral is worth more than the sale price, and (B) Lender may collect from Guarantor even if Lender, by foreclosing on the Collateral, has destroyed any right Guarantor may have to collect from Borrower. These rights and defenses being waived by Guarantor 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. Without limiting the generality of the foregoing or any other rightprovision hereof, remedyGuarantor further expressly waives, power or privilege of Administrative Agent orto the extent permitted by Applicable Law, any Lending Party and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any Bank Product Provider whatsoever; (ii) of such sections. Without limiting the defense generality of the statute foregoing or any other provision hereof, Guarantor further expressly waives to the extent permitted by Applicable Law any and all rights and defenses, including without limitation any rights of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations (subrogation, reimbursement, indemnification and in this regard contribution, which might otherwise be available to Guarantor under applicable law. Guarantor agrees that the performance of any act or any payment which tolls any statute of limitations applicable to Secured Obligations under the Note or any of the other Loan Documents or any Bank Product will shall similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder); (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of any Borrower, such Subsidiary . Guarantor or any other Person (other than payment further covenants that this Guaranty shall remain and continue in full of the Guaranteed Obligations); (iv) force and effect as to any defense based upon Administrative Agent’s or, any Lending Party’s or any Bank Product Provider’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.15; and (vii) any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual renewal of any of the Guaranteed ObligationsLoan Documents, that Lender shall not be under a duty to protect, secure or insure any security or lien provided by the Pledge Agreement or other such collateral, and that other indulgences or forbearance may be granted under any or all of such documents, all of which may be made, done or suffered without notice to, or the reliance by Administrative Agent andfurther consent of, the Lending Parties and the Bank Product Providers upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any Borrower, any Guarantor or any other Person with respect to the Guaranteed ObligationsGuarantor.