Common use of Suretyship Waivers by Grantors, etc Clause in Contracts

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by Secured Party. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Party, any Lender or any Bank Product Provider may from time to time, without notice or demand and without affecting the validity or enforceability of this Agreement or giving rise to any limitation, impairment or discharge of such Grantor’s liability hereunder, (A) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Secured Obligations, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Secured Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Secured Obligations and take and hold other security for the payment of the Secured Obligations, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Secured Obligations, any guaranties of the Secured Obligations, or any other obligation of any Person with respect to the Secured Obligations, (E) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, enforce and apply any other security now or hereafter held by or for the benefit of Secured Party, any Lender or any Bank Product Provider in respect of the Secured Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that Secured Party, Lenders or Bank Product Providers, or any of them, may have against any such security, as Secured Party in its discretion may determine consistent with the Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to Secured Party, Lenders or Bank Product Providers, or any of them, under the Loan Documents and the Bank Product Agreements, at law or in equity; and (ii) this Agreement and the obligations of each Grantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by the Secured Party), including, without limitation, the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Secured Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Secured Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, any of the Bank Product Agreements or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Secured Obligations, (C) the Secured Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Secured Obligations, even though Secured Party, Lenders or Bank Product Providers or any of them, might have elected to apply such payment to any part or all of the Secured Obligations, (E) any failure to perfect or continue perfection of a first priority security interest (subject to Permitted Liens) in any other collateral which secures any of the Secured Obligations, (F) any defenses, set-offs or counterclaims which Borrower may allege or assert against Secured Party, any Lender or any Bank Product Provider in respect of the Secured Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Secured Obligations. (b) Each Grantor hereby waives, for the benefit of Lenders, Bank Product Providers and Secured Party: (i) any right to require Secured Party, Lenders or Bank Product Providers, as a condition of payment or performance by such Grantor, to (A) proceed against Borrower, any guarantor of the Secured Obligations or any other Person, (B) proceed against or exhaust any other security held from Borrower, any guarantor of the Secured Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of Secured Party, any Lender or any Bank Product Provider in favor of Borrower or any other Person, or (D) pursue any other remedy in the power of Secured Party or any Lender or any Bank Product Provider whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower from any cause other than (A) payment in full of the Secured Obligations or (B) a written release of this Agreement executed by Secured Party; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon Secured Party’s, any Lender’s or any Bank Product Provider’s errors or omissions in the administration of the Secured Obligations, except behavior which amounts to bad faith, willful misconduct or gross negligence; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of such Grantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting such Grantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Secured Party, any Lender or any Bank Product Provider protect, secure, perfect or insure any other security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, notices of default under the Credit Agreement, notice of default or early termination under Bank Product Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Secured Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement. (c) As used in this Section 32(c), any reference to “the principal” includes Borrower, and any reference to “the creditor” includes Secured Party, each Lender and each Bank Product Provider. In accordance with Section 2856 of the California Civil Code each Grantor waives any and all rights and defenses available to Grantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including, without limitation, any and all rights or defenses such Grantor or any guarantor of the Secured Obligations may have if the Secured Obligations become secured by real property. This means, among other things: (1) the creditor may collect from such Grantor without first foreclosing on any real or personal property collateral pledged by the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (A) the amount of the Secured Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B) the creditor may collect from such Grantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Grantor may have to collect from the principal. This is an unconditional and irrevocable waiver of any right and defenses such Grantor may have because the Secured Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Each Grantor also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any of the Secured Obligations, has destroyed such Grantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any guarantor of any of the Secured Obligations, has destroyed such Grantor’s rights of contribution against such guarantor. No other provision of this Agreement shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 32(c). (d) Until the Secured Obligations (other than Unasserted Obligations) have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof shall have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Secured Party), each Grantor shall withhold exercise of (i) any claim, right or remedy, direct or indirect, that such Grantor now has or may hereafter have against Borrower or any of its assets in connection with this Agreement or the performance by such Grantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including, without limitation, under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including, without limitation, (A) any right of subrogation, reimbursement or indemnification that Grantor now has or may hereafter have against Borrower, (B) any right to enforce, or to participate in, any claim, right or remedy that Secured Party, any Lender or any Bank Product Provider now has or may hereafter have against Borrower, and (C) any benefit of, and any right to participate in, any other collateral or security now or hereafter held by Secured Party, any Lender or any Bank Product Provider, and (ii) any right of contribution such Grantor now has or may hereafter have against any guarantor of the Secured Obligations. Each Grantor further agrees that, to the extent the agreement to withhold exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Grantor may have against Borrower or against any other collateral or security, and any rights of contribution such Grantor may have against any such guarantor, shall be junior and subordinate to any rights Secured Party, Lenders or Bank Product Providers may have against Borrower, to all right, title and interest Secured Party, Lenders or Bank Product Providers may have in any such other collateral or security, and to any right Secured Party, Lenders or Bank Product Providers may have against any such guarantor. (e) Lenders, Bank Product Providers and Secured Party shall have no obligation to disclose or discuss with any Grantor their assessment, or such Grantor’s assessment, of the financial condition of Borrower. Each Grantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Loan Documents and Bank Product Agreements, and such Grantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Secured Obligations. Each Grantor hereby waives and relinquishes any duty on the part of Secured Party, any Lender or any Bank Product Provider to disclose any matter, fact or thing relating to the business, operations or condition of Borrower now known or hereafter known by Secured Party, any Lender or any Bank Product Provider.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its obligations hereunder Securities Amounts are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which that constitutes a legal or equitable discharge of a guarantor or surety other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by Secured PartySecurities Amounts. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: : (i) Secured Party, any Lender or any Bank Product Provider Parties may from time to time, without notice or demand and without affecting the validity or enforceability of this the Purchase Agreement or any Related Document or giving rise to any limitation, impairment or discharge of such Grantor’s liability hereunderunder the Purchase Agreement or any Related Document, (A) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Secured ObligationsSecurities Amounts, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Secured Obligations Securities Amounts or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Secured Obligations Securities Amounts and take and hold other security for the payment of the Secured ObligationsSecurities Amounts, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Secured ObligationsSecurities Amounts, any guaranties of the Secured ObligationsSecurities Amounts, or any other obligation of any Person with respect to the Secured ObligationsSecurities Amounts, (E) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, enforce and apply any other security now or hereafter held by or for the benefit of Secured Party, any Lender or any Bank Product Provider Party in respect of the Secured Obligations Securities Amounts and direct the order or manner of sale thereof, or exercise any other right or remedy that a Secured Party, Lenders or Bank Product Providers, or any of them, Party may have against any such security, as Secured Party in its discretion may determine consistent with the Credit Agreement Purchase Agreement, the Related Documents and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to such Secured Party, Lenders or Bank Product Providers, or any of them, Party under the Loan Documents Purchase Agreement and the Bank Product Agreements, Related Documents at law or in equity; and (ii) this Agreement the Purchase Agreement, the Related Documents and the obligations of each Grantor hereunder Securities Amounts shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by the Secured PartySecurities Amounts), including, without limitation, the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Secured Obligations Securities Amounts or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Secured ObligationsSecurities Amounts, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including, without limitation, provisions relating to events of default) of the Credit Purchase Agreement, any of the other Loan Documents, any of the Bank Product Agreements Related Documents or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Secured ObligationsSecurities Amounts, (C) the Secured ObligationsSecurities Amounts, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Secured ObligationsSecurities Amounts, even though a Secured Party, Lenders or Bank Product Providers or any of them, Party might have elected to apply such payment to any part or all of the Secured ObligationsSecurities Amounts, (E) any failure to perfect or continue perfection of a first priority security interest (subject to Permitted Liens) in any other collateral which that secures any of the Secured ObligationsSecurities Amounts, (F) any defenses, set-offs or counterclaims which Borrower that any Grantor may allege or assert against a Secured Party, any Lender or any Bank Product Provider Party in respect of the Secured ObligationsSecurities Amounts, including, without limitationbut not limited to, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which that may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Secured ObligationsSecurities Amounts. (b) Each Grantor hereby waives, for the benefit of Lenders, Bank Product Providers and the Secured PartyParties: (i) any right to require a Secured Party, Lenders or Bank Product Providers, Party as a condition of payment or performance by such Grantor, to (A) proceed against Borrowersuch Grantor, any guarantor of the Secured Obligations Securities Amounts or any other Person, (B) proceed against or exhaust any other security held from Borrower, any guarantor of the Secured Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of Secured Party, any Lender or any Bank Product Provider in favor of Borrower or any other Person, or (D) pursue any other remedy in the power of Secured Party or any Lender or any Bank Product Provider whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower from any cause other than (A) payment in full of the Secured Obligations or (B) a written release of this Agreement executed by Secured Party; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon Secured Party’s, any Lender’s or any Bank Product Provider’s errors or omissions in the administration of the Secured Obligations, except behavior which amounts to bad faith, willful misconduct or gross negligence; (v) any (A) any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms of this Agreement the Purchase Agreement, any Related Document and any legal or equitable discharge of such Grantor’s obligations hereunderunder the Purchase Agreement or any Related Document, (B) the benefit of any statute of limitations affecting such Grantor’s liability hereunder or the enforcement hereofof any Securities Amounts, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that a Secured Party, any Lender or any Bank Product Provider Party protect, secure, perfect or insure any other security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, notices of default under the Credit Purchase Agreement, notice of default or early termination under Bank Product Agreement any Related Document or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Secured Obligations Securities Amounts or any agreement related thereto, notices of any extension of credit to Borrower such Grantor and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which that limit the liability of or exonerate guarantors or sureties, or which that may conflict with the terms of this Agreementthe Purchase Agreement or any Related Document. (c) As used in this Section 32(c19(c), any reference to “the principal” includes Borrowereach Grantor, and any reference to “the creditor” includes each Secured Party, each Lender and each Bank Product Provider. In accordance with Section 2856 of the California Civil Code (a) each Grantor waives any and all rights and defenses available to the Grantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including, without limitation, any and all rights or defenses such Grantor or any guarantor of the Secured Obligations may have if the Secured Obligations become secured by real property. This means, among other things: (1) the creditor may collect from such Grantor without first foreclosing on any real or personal property collateral pledged by the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (A) the amount of the Secured Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B) the creditor may collect from such Grantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Grantor may have to collect from the principal. This is an unconditional and irrevocable waiver of any right and defenses such Grantor may have because the Secured Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Each Grantor also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any of the Secured Obligations, has destroyed such Grantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any guarantor of any of the Secured Obligations, has destroyed such Grantor’s rights of contribution against such guarantor. No other provision of this Agreement shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 32(c)19. (d) Until the Secured Obligations (other than Unasserted Obligations) Securities Amounts shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof shall have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Secured Party)full, each Grantor shall withhold exercise of (i) any claim, right or remedy, direct or indirect, that such Grantor now has or may hereafter have against Borrower the other Grantors or any of its their assets in connection with this the Purchase Agreement and the Related Documents or the performance by such Grantor of its obligations hereunderunder the Purchase Agreement and the Related Documents, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including, without limitation, under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including, including without limitation, limitation (A) any right of subrogation, reimbursement or indemnification that a Grantor now has or may hereafter have against Borroweranother Grantor, (B) any right to enforce, or to participate in, any claim, right or remedy that a Secured Party, any Lender or any Bank Product Provider Party now has or may hereafter have against Borrowerany Grantor, and (C) any benefit of, and any right to participate in, any other collateral or security now or hereafter held by a Secured Party, any Lender or any Bank Product Provider, Party and (ii) any right of contribution such Grantor now has or may hereafter have against any other guarantor of the Secured ObligationsSecurities Amounts. Each Grantor further agrees that, to the extent the agreement to withhold exercise waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Grantor may have against Borrower any other Grantor or against any other collateral or security, and any rights of contribution such Grantor may have against any such guarantor, shall be junior and subordinate to any rights a Secured Party, Lenders or Bank Product Providers Party may have against Borrowerthe other Grantors, to all right, title and interest a Secured Party, Lenders or Bank Product Providers Party may have in any such other collateral or security, and to any right a Secured Party, Lenders or Bank Product Providers may have against any such guarantor. (e) Lenders, Bank Product Providers and No Secured Party shall have no any obligation to disclose or discuss with any Grantor their its assessment, or such Grantor’s assessment, of the financial condition of Borrowerany other Grantor. Each Grantor has adequate means to obtain information from Borrower the other Grantors on a continuing basis concerning the financial condition of Borrower the other Grantors and its their ability to perform its their obligations under the Loan Documents Purchase Agreement and Bank Product Agreementsthe Related Documents, and such Grantor assumes the responsibility for being and keeping informed of the financial condition of Borrower the other Grantors and of all circumstances bearing upon the risk of nonpayment of the Secured ObligationsSecurities Amounts. Each Grantor hereby waives and relinquishes any duty on the part of a Secured Party, any Lender or any Bank Product Provider Party to disclose any matter, fact or thing relating to the business, operations or condition of Borrower the other Grantors now known or hereafter known by a Secured Party, any Lender or any Bank Product Provider.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by Secured Party. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Party, any Lender or any Bank Product Provider Swap Counterparty may from time to time, without notice or demand and without affecting the validity or enforceability of this Agreement or giving rise to any limitation, impairment or discharge of such Grantor’s liability hereunder, (A) subject to the terms of the Loan Documents and Bank Product Lender Swap Agreements, as applicable, renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Secured Obligations, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Secured Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Secured Obligations and take and hold other security for the payment of the Secured Obligations, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Secured Obligations, any guaranties of the Secured Obligations, or any other obligation of any Person with respect to the Secured Obligations, (E) subject to the terms of the Loan Documents and Bank Product Lender Swap Agreements, as applicable, enforce and apply any other security now or hereafter held by or for the benefit of Secured Party, any Lender or any Bank Product Provider Swap Counterparty in respect of the Secured Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that Secured Party, Lenders or Bank Product ProvidersSwap Counterparties, or any of them, may have against any such security, as Secured Party in its discretion may determine consistent with the Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to Secured Party, Lenders or Bank Product ProvidersSwap Counterparties, or any of them, under the Loan Documents and the Bank Product Lender Swap Agreements, at law or in equity; and (ii) this Agreement and the obligations of each Grantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by the Secured Party), including, without limitation, the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Secured Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Secured Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions of the Credit Agreement, any of the other Loan Documents, any of the Bank Product Lender Swap Agreements or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Secured Obligations, (C) the Secured Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Secured Obligations, even though Secured Party, Lenders or Bank Product Providers Swap Counterparties or any of them, might have elected to apply such payment to any part or all of the Secured Obligations, (E) any failure to perfect or continue perfection of a first priority security interest (subject to Permitted Liens) in any other collateral which secures any of the Secured Obligations, (F) any defenses, set-offs or counterclaims which Borrower may allege or assert against Secured Party, any Lender or any Bank Product Provider Swap Counterparty in respect of the Secured Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Secured Obligations. (b) Each Grantor hereby waives, for the benefit of Lenders, Bank Product Providers Swap Counterparties and Secured Party: (i) any right to require Secured Party, Lenders or Bank Product ProvidersSwap Counterparties, as a condition of payment or performance by such Grantor, to (A) proceed against Borrower, any guarantor of the Secured Obligations or any other Person, (B) proceed against or exhaust any other security held from Borrower, any guarantor of the Secured Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of Secured Party, any Lender or any Bank Product Provider Swap Counterparty in favor of Borrower or any other Person, or (D) pursue any other remedy in the power of Secured Party or any Lender or any Bank Product Provider Swap Counterparty whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower from any cause other than (A) payment in full of the Secured Obligations or (B) a written release of this Agreement executed by Secured Party; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon Secured Party’s, any Lender’s or any Bank Product ProviderSwap Counterparty’s errors or omissions in the administration of the Secured Obligations, except behavior which amounts to bad faith, willful misconduct or gross negligence; (v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of such Grantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting such Grantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Secured Party, any Lender or any Bank Product Provider Swap Counterparty protect, secure, perfect or insure any other security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, notices of default under the Credit Agreement, notice of default or early termination under Bank Product any Lender Swap Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Secured Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement. (c) As used in this Section 32(c), any reference to “the principal” includes Borrower, and any reference to “the creditor” includes Secured Party, each Lender and each Bank Product ProviderSwap Counterparty. In accordance with Section 2856 of the California Civil Code each Grantor waives any and all rights and defenses available to Grantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including, without limitation, any and all rights or defenses such Grantor or any guarantor of the Secured Obligations may have if the Secured Obligations become secured by real property. This means, among other things: (1) the creditor may collect from such Grantor without first foreclosing on any real or personal property collateral pledged by the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (A) the amount of the Secured Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B) the creditor may collect from such Grantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Grantor may have to collect from the principal. This is an unconditional and irrevocable waiver of any right and defenses such Grantor may have because the Secured Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Each Grantor also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any of the Secured Obligations, has destroyed such Grantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any guarantor of any of the Secured Obligations, has destroyed such Grantor’s rights of contribution against such guarantor. No other provision of this Agreement shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 32(c). (d) Until the Secured Obligations (other than Unasserted Obligations) have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof shall have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Secured Party), each Grantor shall withhold exercise of (i) any claim, right or remedy, direct or indirect, that such Grantor now has or may hereafter have against Borrower or any of its assets in connection with this Agreement or the performance by such Grantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including, without limitation, under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including, without limitation, (A) any right of subrogation, reimbursement or indemnification that Grantor now has or may hereafter have against Borrower, (B) any right to enforce, or to participate in, any claim, right or remedy that Secured Party, any Lender or any Bank Product Provider Swap Counterparty now has or may hereafter have against Borrower, and (C) any benefit of, and any right to participate in, any other collateral or security now or hereafter held by Secured Party, any Lender or any Bank Product ProviderSwap Counterparty, and (ii) any right of contribution such Grantor now has or may hereafter have against any guarantor of the Secured Obligations. Each Grantor further agrees that, to the extent the agreement to withhold exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Grantor may have against Borrower or against any other collateral or security, and any rights of contribution such Grantor may have against any such guarantor, shall be junior and subordinate to any rights Secured Party, Lenders or Bank Product Providers Swap Counterparties may have against Borrower, to all right, title and interest Secured Party, Lenders or Bank Product Providers Swap Counterparties may have in any such other collateral or security, and to any right Secured Party, Lenders or Bank Product Providers Swap Counterparties may have against any such guarantor. (e) Lenders, Bank Product Providers Swap Counterparties and Secured Party shall have no obligation to disclose or discuss with any Grantor their assessment, or such Grantor’s assessment, of the financial condition of Borrower. Each Grantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Loan Documents and Bank Product Lender Swap Agreements, and such Grantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Secured Obligations. Each Grantor hereby waives and relinquishes any duty on the part of Secured Party, any Lender or any Bank Product Provider Swap Counterparty to disclose any matter, fact or thing relating to the business, operations or condition of Borrower now known or hereafter known by Secured Party, any Lender or any Bank Product ProviderSwap Counterparty.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by Secured PartyObligations. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Party, Party or any Lender or any Bank Product Provider Hedge Exchanger may from time to time, without notice or demand and without affecting the validity or enforceability of this Agreement or giving rise to any limitation, impairment or discharge of such Grantor’s 's liability hereunder, (A) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Secured Obligations, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Secured Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Secured Obligations and take and hold other security for the payment of the Secured Obligations, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Secured Obligations, any guaranties of the Secured Obligations, or any other obligation of any Person with respect to the Secured Obligations, (E) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, enforce and apply any other security now or hereafter held by or for the benefit of Secured Party, any Lender or any Bank Product Provider Hedge Exchanger in respect of the Secured Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that Secured Party, Lenders or Bank Product ProvidersHedge Exchangers, or any of them, may have against any such security, as Secured Party in its discretion may determine consistent with the Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to Secured Party, Lenders or Bank Product ProvidersHedge Exchangers, or any of them, under the Loan Documents and the Bank Product Lender Hedge Agreements, at law or in equity; and (ii) this Agreement and the obligations of each Grantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by the Secured PartyObligations), including, including without limitation, limitation the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Secured Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Secured Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to events of default) of the Credit Agreement, any of the other Loan Documents, any of the Bank Product Lender Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Secured Obligations, (C) the Secured Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Secured Obligations, even though Secured Party, Lenders or Bank Product Providers Hedge Exchangers or any of them, might have elected to apply such payment to any part or all of the Secured Obligations, (E) any failure to perfect or continue perfection of a first priority security interest (subject to Permitted Liens) in any other collateral which secures any of the Secured Obligations, (F) any defenses, set-offs or counterclaims which Borrower Company may allege or assert against Secured Party, any Lender or any Bank Product Provider Hedge Exchanger in respect of the Secured Obligations, including, without limitation, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Secured Obligations. (b) Each Grantor hereby waives, for the benefit of Lenders, Bank Product Providers Hedge Exchangers and Secured Party: (i) any right to require Secured Party, Lenders or Bank Product ProvidersHedge Exchangers, as a condition of payment or performance by such Grantor, to (A) proceed against BorrowerCompany, any guarantor of the Secured Obligations or any other Person, (B) proceed against or exhaust any other security held from BorrowerCompany, any guarantor of the Secured Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of Secured Party, any Lender or any Bank Product Provider Hedge Exchanger in favor of Borrower Company or any other Person, or (D) pursue any other remedy in the power of Secured Party or any Lender or any Bank Product Provider Hedge Exchanger whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower from any cause other than (A) payment in full of the Secured Obligations or (B) a written release of this Agreement executed by Secured Party; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon Secured Party’s, any Lender’s or any Bank Product Provider’s errors or omissions in the administration of the Secured Obligations, except behavior which amounts to bad faith, willful misconduct or gross negligence; (v) any (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of such Grantor’s 's obligations hereunder, (B) the benefit of any statute of limitations affecting such Grantor’s 's liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Secured Party, any Lender or any Bank Product Provider Hedge Exchanger protect, secure, perfect or insure any other security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, notices of default under the Credit Agreement, notice of default or early termination under Bank Product Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Secured Obligations or any agreement related thereto, notices of any extension of credit to Borrower Company and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement. (c) As used in this Section 32(c), any reference to “"the principal” " includes BorrowerCompany, and any reference to “"the creditor” " includes Secured Party, each Lender and each Bank Product ProviderHedge Exchanger. In accordance with Section 2856 of the California Civil Code (a) each Grantor waives any and all rights and defenses available to Grantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including, including without limitation, limitation any and all rights or defenses such Grantor may have by reason of protection afforded to the principal with respect to any of the Secured Obligations, or to any guarantor of any of the Secured Obligations may have if with respect to any of such guarantor's obligations under its guaranty, in either case pursuant to the Secured Obligations become secured by real property. This means, among antideficiency or other things: (1) laws of the creditor may collect from such Grantor without first foreclosing on any real State of California limiting or personal property collateral pledged by discharging the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (A) the amount of the Secured Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale's indebtedness or such guarantor's obligations, even if the collateral is worth more than the sale price and (B) the creditor may collect from such Grantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Grantor may have to collect from the principal. This is an unconditional and irrevocable waiver of any right and defenses such Grantor may have because the Secured Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon including without limitation Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Each ; and (b) each Grantor also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any of the Secured Obligations, has destroyed such Grantor’s 's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any guarantor of any of the Secured Obligations, has destroyed such Grantor’s 's rights of contribution against such guarantor. No other provision of this Agreement shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 32(c). As provided in Section 28, this Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles. This Section 32(c) is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Agreement or to any of the Secured Obligations. (d) Until the Secured Obligations (other than Unasserted Obligations) shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof shall have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Secured Party)cancelled, each Grantor shall withhold exercise of (i) any claim, right or remedy, direct or indirect, that such Grantor now has or may hereafter have against Borrower Company or any of its assets in connection with this Agreement or the performance by such Grantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including, including without limitation, limitation under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including, including without limitation, limitation (A) any right of subrogation, reimbursement or indemnification that Grantor now has or may hereafter have against BorrowerCompany, (B) any right to enforce, or to participate in, any claim, right or remedy that Secured Party, any Lender or any Bank Product Provider Hedge Exchanger now has or may hereafter have against BorrowerCompany, and (C) any benefit of, and any right to participate in, any other collateral or security now or hereafter held by Secured Party, any Lender or any Bank Product ProviderHedge Exchanger, and (ii) any right of contribution such Grantor now has or may hereafter have against any guarantor of the Secured Obligations. Each Grantor further agrees that, to the extent the agreement to withhold exercise waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Grantor may have against Borrower Company or against any other collateral or security, and any rights of contribution such Grantor may have against any such guarantor, shall be junior and subordinate to any rights Secured Party, Lenders or Bank Product Providers Hedge Exchangers may have against BorrowerCompany, to all right, title and interest Secured Party, Lenders or Bank Product Providers Hedge Exchangers may have in any such other collateral or security, and to any right Secured Party, Lenders or Bank Product Providers Hedge Exchangers may have against any such guarantor. (e) Lenders, Bank Product Providers Hedge Exchangers and Secured Party shall have no obligation to disclose or discuss with any Grantor their assessment, or such Grantor’s 's assessment, of the financial condition of BorrowerCompany. Each Grantor has adequate means to obtain information from Borrower Company on a continuing basis concerning the financial condition of Borrower Company and its ability to perform its obligations under the Loan Documents and Bank Product Lender Hedge Agreements, and such Grantor assumes the responsibility for being and keeping informed of the financial condition of Borrower Company and of all circumstances bearing upon the risk of nonpayment of the Secured Obligations. Each Grantor hereby waives and relinquishes any duty on the part of Secured Party, any Lender or any Bank Product Provider Hedge Exchanger to disclose any matter, fact or thing relating to the business, operations or condition of Borrower Company now known or hereafter known by Secured Party, any Lender or any Bank Product ProviderHedge Exchanger.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its obligations hereunder Securities Amounts are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which that constitutes a legal or equitable discharge of a guarantor or surety other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by Secured PartySecurities Amounts. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Party, any Lender or any Bank Product Provider Parties may from time to time, without notice or demand and without affecting the validity or enforceability of this the Purchase Agreement or any Related Document or giving rise to any limitation, impairment or discharge of such Grantor’s liability hereunderunder the Purchase Agreement or any Related Document, (A) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Secured ObligationsSecurities Amounts, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Secured Obligations Securities Amounts or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Secured Obligations Securities Amounts and take and hold other security for the payment of the Secured ObligationsSecurities Amounts, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Secured ObligationsSecurities Amounts, any guaranties of the Secured ObligationsSecurities Amounts, or any other obligation of any Person with respect to the Secured ObligationsSecurities Amounts, (E) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, enforce and apply any other security now or hereafter held by or for the benefit of Secured Party, any Lender or any Bank Product Provider Party in respect of the Secured Obligations Securities Amounts and direct the order or manner of sale thereof, or exercise any other right or remedy that a Secured Party, Lenders or Bank Product Providers, or any of them, Party may have against any such security, as Secured Party in its discretion may determine consistent with the Credit Agreement Purchase Agreement, the Related Documents and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to such Secured Party, Lenders or Bank Product Providers, or any of them, Party under the Loan Documents Purchase Agreement and the Bank Product Agreements, Related Documents at law or in equity; and (ii) this Agreement the Purchase Agreement, the Related Documents and the obligations of each Grantor hereunder Securities Amounts shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by the Secured PartySecurities Amounts), including, without limitation, the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Secured Obligations Securities Amounts or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Secured ObligationsSecurities Amounts, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including, without limitation, provisions relating to events of default) of the Credit Purchase Agreement, any of the other Loan Documents, any of the Bank Product Agreements Related Documents or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Secured ObligationsSecurities Amounts, (C) the Secured ObligationsSecurities Amounts, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Secured ObligationsSecurities Amounts, even though a Secured Party, Lenders or Bank Product Providers or any of them, Party might have elected to apply such payment to any part or all of the Secured ObligationsSecurities Amounts, (E) any failure to perfect or continue perfection of a first priority security interest (subject to Permitted Liens) in any other collateral which that secures any of the Secured ObligationsSecurities Amounts, (F) any defenses, set-offs or counterclaims which Borrower that any Grantor may allege or assert against a Secured Party, any Lender or any Bank Product Provider Party in respect of the Secured ObligationsSecurities Amounts, including, without limitationbut not limited to, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which that may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Secured ObligationsSecurities Amounts. (b) Each Grantor hereby waives, for the benefit of Lenders, Bank Product Providers and the Secured PartyParties: (i) any right to require a Secured Party, Lenders or Bank Product Providers, Party as a condition of payment or performance by such Grantor, to (A) proceed against Borrowersuch Grantor, any guarantor of the Secured Obligations Securities Amounts or any other Person, (B) proceed against or exhaust any other security held from Borrowersuch Grantor, any guarantor of the Secured Obligations Securities Amounts or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of Secured Party, any Lender or any Bank Product Provider in favor Party of Borrower such Grantor or any other Person, or (D) pursue any other remedy in the power of Secured Party or any Lender or any Bank Product Provider whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower such Grantor including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Secured Obligations Securities Amounts or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower such Grantor from any cause other than (A) payment in full of the Secured Obligations or (B) a written release of this Agreement executed by Secured PartySecurities Amounts; (iii) any defense based upon any statute or rule of law which that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon a Secured Party’s, any Lender’s or any Bank Product Provider’s errors or omissions in the administration of the Secured ObligationsSecurities Amounts, except behavior which that amounts to bad faith, willful misconduct or gross negligence; (v) ) (A) any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms of this Agreement the Purchase Agreement, any Related Document and any legal or equitable discharge of such Grantor’s obligations hereunderunder the Purchase Agreement or any Related Document, (B) the benefit of any statute of limitations affecting such Grantor’s liability hereunder or the enforcement hereofof any Securities Amounts, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that a Secured Party, any Lender or any Bank Product Provider Party protect, secure, perfect or insure any other security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, notices of default under the Credit Purchase Agreement, notice of default or early termination under Bank Product Agreement any Related Document or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Secured Obligations Securities Amounts or any agreement related thereto, notices of any extension of credit to Borrower such Grantor and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which that limit the liability of or exonerate guarantors or sureties, or which that may conflict with the terms of this Agreementthe Purchase Agreement or any Related Document. (c) As used in this Section 32(c19(c), any reference to “the principal” includes Borrowereach Grantor, and any reference to “the creditor” includes each Secured Party, each Lender and each Bank Product Provider. In accordance with Section 2856 of the California Civil Code (a) each Grantor waives any and all rights and defenses available to the Grantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including, without limitation, any and all rights or defenses such Grantor or any guarantor of the Secured Obligations may have if the Secured Obligations become secured by real property. This means, among other things: (1) the creditor may collect from such Grantor without first foreclosing on any real or personal property collateral pledged by the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (A) the amount of the Secured Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B) the creditor may collect from such Grantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Grantor may have to collect from the principal. This is an unconditional and irrevocable waiver of any right and defenses such Grantor may have because the Secured Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Each Grantor also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any of the Secured Obligations, has destroyed such Grantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any guarantor of any of the Secured Obligations, has destroyed such Grantor’s rights of contribution against such guarantor. No other provision of this Agreement shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 32(c)19. (d) Until the Secured Obligations (other than Unasserted Obligations) Securities Amounts shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof shall have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Secured Party)full, each Grantor shall withhold exercise of (i) any claim, right or remedy, direct or indirect, that such Grantor now has or may hereafter have against Borrower the other Grantors or any of its their assets in connection with this the Purchase Agreement and the Related Documents or the performance by such Grantor of its obligations hereunderunder the Purchase Agreement and the Related Documents, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including, without limitation, under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including, including without limitation, limitation (A) any right of subrogation, reimbursement or indemnification that a Grantor now has or may hereafter have against Borroweranother Grantor, (B) any right to enforce, or to participate in, any claim, right or remedy that a Secured Party, any Lender or any Bank Product Provider Party now has or may hereafter have against Borrowerany Grantor, and (C) any benefit of, and any right to participate in, any other collateral or security now or hereafter held by a Secured Party, any Lender or any Bank Product Provider, Party and (ii) any right of contribution such Grantor now has or may hereafter have against any other guarantor of the Secured ObligationsSecurities Amounts. Each Grantor further agrees that, to the extent the agreement to withhold exercise waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Grantor may have against Borrower any other Grantor or against any other collateral or security, and any rights of contribution such Grantor may have against any such guarantor, shall be junior and subordinate to any rights a Secured Party, Lenders or Bank Product Providers Party may have against Borrowerthe other Grantors, to all right, title and interest a Secured Party, Lenders or Bank Product Providers Party may have in any such other collateral or security, and to any right a Secured Party, Lenders or Bank Product Providers may have against any such guarantor. (e) Lenders, Bank Product Providers and No Secured Party shall have no any obligation to disclose or discuss with any Grantor their its assessment, or such Grantor’s assessment, of the financial condition of Borrowerany other Grantor. Each Grantor has adequate means to obtain information from Borrower the other Grantors on a continuing basis concerning the financial condition of Borrower the other Grantors and its their ability to perform its their obligations under the Loan Documents Purchase Agreement and Bank Product Agreementsthe Related Documents, and such Grantor assumes the responsibility for being and keeping informed of the financial condition of Borrower the other Grantors and of all circumstances bearing upon the risk of nonpayment of the Secured ObligationsSecurities Amounts. Each Grantor hereby waives and relinquishes any duty on the part of a Secured Party, any Lender or any Bank Product Provider Party to disclose any matter, fact or thing relating to the business, operations or condition of Borrower the other Grantors now known or hereafter known by a Secured Party, any Lender or any Bank Product Provider.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its obligations hereunder Obligations are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which that constitutes a legal or equitable discharge of a guarantor or surety other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by Secured PartyObligations. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows: (i) Secured Party, any Lender or any Bank Product Provider Parties may from time to time, without notice or demand and without affecting the validity or enforceability of this the Purchase Agreement or any Related Document or giving rise to any limitation, impairment or discharge of such Grantor’s liability hereunderunder the Purchase Agreement or any Related Document, (A) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Secured Obligations, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Secured Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Secured Obligations and take and hold other security for the payment of the Secured Obligations, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Secured Obligations, any guaranties of the Secured Obligations, or any other obligation of any Person with respect to the Secured Obligations, (E) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, enforce and apply any other security now or hereafter held by or for the benefit of Secured Party, any Lender or any Bank Product Provider Party in respect of the Secured Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that a Secured Party, Lenders or Bank Product Providers, or any of them, Party may have against any such security, as Secured Party in its discretion may determine consistent with the Credit Agreement Purchase Agreement, the Related Documents and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to such Secured Party, Lenders or Bank Product Providers, or any of them, Party under the Loan Documents Purchase Agreement and the Bank Product Agreements, Related Documents at law or in equity; and (ii) this Agreement the Purchase Agreement, the Related Documents and the obligations of each Grantor hereunder Obligations shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full in cash of the Secured Obligations or (ii) a written release of this Agreement executed by the Secured PartyObligations), including, without limitation, the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Secured Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Secured Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including, without limitation, provisions relating to events of default) of the Credit Purchase Agreement, any of the other Loan Documents, any of the Bank Product Agreements Related Documents or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Secured Obligations, (C) the Secured Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Secured Obligations, even though a Secured Party, Lenders or Bank Product Providers or any of them, Party might have elected to apply such payment to any part or all of the Secured Obligations, (E) any failure to perfect or continue perfection of a first priority security interest (subject to Permitted Liens) in any other collateral which that secures any of the Secured Obligations, (F) any defenses, set-offs or counterclaims which Borrower that any Grantor may allege or assert against a Secured Party, any Lender or any Bank Product Provider Party in respect of the Secured Obligations, including, without limitationbut not limited to, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which that may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Secured Obligations. (b) Each Grantor hereby waives, for the benefit of Lenders, Bank Product Providers and the Secured PartyParties: (i) any right to require a Secured Party, Lenders or Bank Product Providers, Party as a condition of payment or performance by such Grantor, to (A) proceed against Borrowersuch Grantor, any guarantor of the Secured Obligations or any other Person, (B) proceed against or exhaust any other security held from Borrowersuch Grantor, any guarantor of the Secured Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of Secured Party, any Lender or any Bank Product Provider in favor Party of Borrower such Grantor or any other Person, or (D) pursue any other remedy in the power of Secured Party or any Lender or any Bank Product Provider whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower such Grantor including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower such Grantor from any cause other than (A) payment in full of the Secured Obligations or (B) a written release of this Agreement executed by Secured PartyObligations; (iii) any defense based upon any statute or rule of law which that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon a Secured Party’s, any Lender’s or any Bank Product Provider’s errors or omissions in the administration of the Secured Obligations, except behavior which that amounts to bad faith, willful misconduct or gross negligence; (v) ) (A) any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms of this Agreement the Purchase Agreement, any Related Document and any legal or equitable discharge of such Grantor’s obligations hereunderunder the Purchase Agreement or any Related Document, (B) the benefit of any statute of limitations affecting such Grantor’s liability hereunder or the enforcement hereofof any Obligations, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that a Secured Party, any Lender or any Bank Product Provider Party protect, secure, perfect or insure any other security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, notices of default under the Credit Purchase Agreement, notice of default or early termination under Bank Product Agreement any Related Document or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Secured Obligations or any agreement related thereto, notices of any extension of credit to Borrower such Grantor and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which that limit the liability of or exonerate guarantors or sureties, or which that may conflict with the terms of this Agreementthe Purchase Agreement or any Related Document. (c) As used in this Section 32(c19(c), any reference to “the principal” includes Borrowereach Grantor, and any reference to “the creditor” includes each Secured Party, each Lender and each Bank Product Provider. In accordance with Section 2856 of the California Civil Code (a) each Grantor waives any and all rights and defenses available to the Grantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including, without limitation, any and all rights or defenses such Grantor or any guarantor of the Secured Obligations may have if the Secured Obligations become secured by real property. This means, among other things: (1) the creditor may collect from such Grantor without first foreclosing on any real or personal property collateral pledged by the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (A) the amount of the Secured Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (B) the creditor may collect from such Grantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Grantor may have to collect from the principal. This is an unconditional and irrevocable waiver of any right and defenses such Grantor may have because the Secured Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Each Grantor also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any of the Secured Obligations, has destroyed such Grantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any guarantor of any of the Secured Obligations, has destroyed such Grantor’s rights of contribution against such guarantor. No other provision of this Agreement shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 32(c)19. (d) Until the Secured Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof shall have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Secured Party)cash, each Grantor shall withhold exercise of (i) any claim, right or remedy, direct or indirect, that such Grantor now has or may hereafter have against Borrower the other Grantors or any of its their assets in connection with this the Purchase Agreement and the Related Documents or the performance by such Grantor of its obligations hereunderunder the Purchase Agreement and the Related Documents, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including, without limitation, under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including, including without limitation, limitation (A) any right of subrogation, reimbursement or indemnification that a Grantor now has or may hereafter have against Borroweranother Grantor, (B) any right to enforce, or to participate in, any claim, right or remedy that a Secured Party, any Lender or any Bank Product Provider Party now has or may hereafter have against Borrowerany Grantor, and (C) any benefit of, and any right to participate in, any other collateral or security now or hereafter held by a Secured Party, any Lender or any Bank Product Provider, Party and (ii) any right of contribution such Grantor now has or may hereafter have against any other guarantor of the Secured Obligations. Each Grantor further agrees that, to the extent the agreement to withhold exercise waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Grantor may have against Borrower any other Grantor or against any other collateral or security, and any rights of contribution such Grantor may have against any such guarantor, shall be junior and subordinate to any rights a Secured Party, Lenders or Bank Product Providers Party may have against Borrowerthe other Grantors, to all right, title and interest a Secured Party, Lenders or Bank Product Providers Party may have in any such other collateral or security, and to any right a Secured Party, Lenders or Bank Product Providers may have against any such guarantor. (e) Lenders, Bank Product Providers and No Secured Party shall have no any obligation to disclose or discuss with any Grantor their its assessment, or such Grantor’s assessment, of the financial condition of Borrowerany other Grantor. Each Grantor has adequate means to obtain information from Borrower the other Grantors on a continuing basis concerning the financial condition of Borrower the other Grantors and its their ability to perform its their obligations under the Loan Documents Purchase Agreement and Bank Product Agreementsthe Related Documents, and such Grantor assumes the responsibility for being and keeping informed of the financial condition of Borrower the other Grantors and of all circumstances bearing upon the risk of nonpayment of the Secured Obligations. Each Grantor hereby waives and relinquishes any duty on the part of a Secured Party, any Lender or any Bank Product Provider Party to disclose any matter, fact or thing relating to the business, operations or condition of Borrower the other Grantors now known or hereafter known by a Secured Party, any Lender or any Bank Product Provider.

Suretyship Waivers by Grantors, etc. (a) Each Grantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by Secured PartyObligations. In furtherance of the foregoing and without limiting the generality thereof, each Grantor agrees as follows:each (i) Secured Party, Party or any Lender or any Bank Product Provider Hedge Exchanger may from time to time, without notice or demand and without affecting the validity or enforceability of this Agreement or giving rise to any limitation, impairment or discharge of such Grantor’s 's liability hereunder, (A) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, renew, extend, accelerate or otherwise change the time, place, manner or terms of payment of the Secured Obligations, (B) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Secured Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (C) request and accept guaranties of the Secured Obligations and take and hold other security for the payment of the Secured Obligations, (D) release, exchange, compromise, subordinate or modify, with or without consideration, any other security for payment of the Secured Obligations, any guaranties of the Secured Obligations, or any other obligation of any Person with respect to the Secured Obligations, (E) subject to the terms of the Loan Documents and Bank Product Agreements, as applicable, enforce and apply any other security now or hereafter held by or for the benefit of Secured Party, any Lender or any Bank Product Provider Hedge Exchanger in respect of the Secured Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that Secured Party, Lenders or Bank Product ProvidersHedge Exchangers, or any of them, may have against any such security, as Secured Party in its discretion may determine consistent with the Credit Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (F) exercise any other rights available to Secured Party, Lenders or Bank Product ProvidersHedge Exchangers, or any of them, under the Loan Documents and the Bank Product Lender Hedge Agreements, at law or in equity; and (ii) this Agreement and the obligations of each Grantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than (i) payment in full of the Secured Obligations or (ii) a written release of this Agreement executed by the Secured PartyObligations), including, including without limitation, limitation the occurrence of any of the following, whether or not such Grantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Secured Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Secured Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to events of default) of the Credit Agreement, any of the other Loan Documents, any of the Bank Product Lender Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Secured Obligations, (C) the Secured Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness of Borrower or any Guarantor other than the Secured Obligations, even though Secured Party, Lenders or Bank Product Providers Hedge Exchangers or any of them, might have elected to apply such payment to any part or all of the Secured Obligations, (E) any failure to perfect or continue perfection of a first priority security interest (subject to Permitted Liens) in any other collateral which secures any of the Secured Obligations, (F) any defenses, set-offs or counterclaims which Borrower Company may allege or assert against Secured Party, any Lender or any Bank Product Provider Hedge Exchanger in respect of the Secured Obligations, including, without limitation, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, and (G) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Grantor as an obligor in respect of the Secured Obligations. (b) Each Grantor hereby waives, for the benefit of Lenders, Bank Product Providers Hedge Exchangers and Secured Party: (i) any right to require Secured Party, Lenders or Bank Product ProvidersHedge Exchangers, as a condition of payment or performance by such Grantor, to (A) proceed against BorrowerCompany, any guarantor of the Secured Obligations or any other Person, (B) proceed against or exhaust any other security held from BorrowerCompany, any guarantor of the Secured Obligations or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of Secured Party, any Lender or any Bank Product Provider Hedge Exchanger in favor of Borrower Company or any other Person, or (D) pursue any other remedy in the power of Secured Party or any Lender or any Bank Product Provider Hedge Exchanger whatsoever; (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower Company from any cause other than (A) payment in full of the Secured Obligations or (B) a written release of this Agreement executed by Secured PartyObligations; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon Secured Party’s's, any Lender’s 's or any Bank Product Provider’s Hedge Exchanger's errors or omissions in the administration of the Secured Obligations, except behavior which amounts to bad faith, willful misconduct or gross negligence; (v) ) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and any legal or equitable discharge of such Grantor’s 's obligations hereunder, (B) the benefit of any statute of limitations affecting such Grantor’s 's liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Secured Party, any Lender or any Bank Product Provider Hedge Exchanger protect, secure, perfect or insure any other security interest or lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, notices of default under the Credit Agreement, notice of default or early termination under Bank Product Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Secured Obligations or any agreement related thereto, notices of any extension of credit to Borrower Company and notices of any of the matters referred to in the preceding paragraph and any right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement. (c) As used in this Section 32(c), any reference to “"the principal” " includes BorrowerCompany, and any reference to “"the creditor” " includes Secured Party, each Lender and each Bank Product ProviderHedge Exchanger. In accordance with Section 2856 of the California Civil Code (a) each Grantor waives any and all rights and defenses available to Grantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including, including without limitation, limitation any and all rights or defenses such Grantor may have by reason of protection afforded to the principal with respect to any of the Secured Obligations, or to any guarantor of any of the Secured Obligations may have if with respect to any of such guarantor's obligations under its guaranty, in either case pursuant to the Secured Obligations become secured by real property. This means, among antideficiency or other things: (1) laws of the creditor may collect from such Grantor without first foreclosing on any real State of California limiting or personal property collateral pledged by discharging the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (A) the amount of the Secured Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale's indebtedness or such guarantor's obligations, even if the collateral is worth more than the sale price and (B) the creditor may collect from such Grantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Grantor may have to collect from the principal. This is an unconditional and irrevocable waiver of any right and defenses such Grantor may have because the Secured Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon including without limitation Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Each ; and (b) each Grantor also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any of the Secured Obligations, has destroyed such Grantor’s 's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any guarantor of any of the Secured Obligations, has destroyed such Grantor’s 's rights of contribution against such guarantor. No other provision of this Agreement shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 32(c). As provided in Section 28, this Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles. This Section 32(c) is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Agreement or to any of the Secured Obligations. (d) Until the Secured Obligations (other than Unasserted Obligations) shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled (or the reimbursement Obligations in respect thereof shall have been secured with cash collateral or letters of credit in a manner reasonably satisfactory to Secured Party)cancelled, each Grantor shall withhold exercise of (i) any claim, right or remedy, direct or indirect, that such Grantor now has or may hereafter have against Borrower Company or any of its assets in connection with this Agreement or the performance by such Grantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute (including, including without limitation, limitation under California Civil Code Section 2847, 2848 or 2849), under common law or otherwise and including, including without limitation, limitation (A) any right of subrogation, reimbursement or indemnification that Grantor now has or may hereafter have against BorrowerCompany, (B) any right to enforce, or to participate in, any claim, right or remedy that Secured Party, any Lender or any Bank Product Provider Hedge Exchanger now has or may hereafter have against BorrowerCompany, and (C) any benefit of, and any right to participate in, any other collateral or security now or hereafter held by Secured Party, any Lender or any Bank Product ProviderHedge Exchanger, and (ii) any right of contribution such Grantor now has or may hereafter have against any guarantor of the Secured Obligations. Each Grantor further agrees that, to the extent the agreement to withhold exercise waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Grantor may have against Borrower Company or against any other collateral or security, and any rights of contribution such Grantor may have against any such guarantor, shall be junior and subordinate to any rights Secured Party, Lenders or Bank Product Providers Hedge Exchangers may have against BorrowerCompany, to all right, title and interest Secured Party, Lenders or Bank Product Providers Hedge Exchangers may have in any such other collateral or security, and to any right Secured Party, Lenders or Bank Product Providers Hedge Exchangers may have against any such guarantor. (e) Lenders, Bank Product Providers Hedge Exchangers and Secured Party shall have no obligation to disclose or discuss with any Grantor their assessment, or such Grantor’s 's assessment, of the financial condition of BorrowerCompany. Each Grantor has adequate means to obtain information from Borrower Company on a continuing basis concerning the financial condition of Borrower Company and its ability to perform its obligations under the Loan Documents and Bank Product Lender Hedge Agreements, and such Grantor assumes the responsibility for being and keeping informed of the financial condition of Borrower Company and of all circumstances bearing upon the risk of nonpayment of the Secured Obligations. Each Grantor hereby waives and relinquishes any duty on the part of Secured Party, any Lender or any Bank Product Provider Hedge Exchanger to disclose any matter, fact or thing relating to the business, operations or condition of Borrower Company now known or hereafter known by Secured Party, any Lender or any Bank Product ProviderHedge Exchanger.