Common use of Terms of Guaranty Clause in Contracts

Terms of Guaranty. Guarantor agrees that the Obligations of Company may be extended or renewed, and the Loans repaid and reborrowed in whole or in part, without notice or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any such Obligation or repayment and reborrowing of the Loans. Guarantor waives presentation of, demand of, payment from and protest of any Obligation of Company and also waives notice of protest for nonpayment. The obligations of the Guarantor under this Guaranty shall not be affected by, and the Guarantor hereby waives its rights (to the extent permitted by law) in connection with: (a) the failure of Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against Company under the provisions of this Agreement or any other agreement or otherwise, (b) any extension or renewal of any provision thereof, (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any instrument executed pursuant hereto, (d) the release of any of the security held by Administrative Agent, or any Lender for the Obligations of Company, (e) the failure of Administrative Agent or any Lender to exercise any right or remedy against any other guarantor of the Obligations of Company, (f) Administrative Agent or any Lender taking and holding security or collateral for the payment of this Guaranty, any other guaranties of the Obligations or other liabilities of Company and the Obligations guarantied hereby, and exchanging, enforcing, waiving and releasing any such security or collateral, (g) Administrative Agent or any Lender applying any such security or collateral and directing the order or manner of sale thereof as Administrative Agent in its discretion may determine, or (h) Administrative Agent or any Lender settling, releasing, compromising, collecting or otherwise liquidating the Obligations and any security or collateral therefor in any manner determined by Administrative Agent or such Lender. Guarantor further agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be had by Administrative Agent or any other Person to any of the security held for payment of the Obligations of Company or to any balance of any deposit account or credit on the books of Administrative Agent or any other Person in favor of Company or any other Person. The obligations of Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, discharge of Company from the Obligations in a bankruptcy or similar proceeding or otherwise. Without limiting the generality of the foregoing, the obligations of Guarantor under this Guaranty shall not be discharged or impaired or otherwise affected by the failure of Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations of Company, or by any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of Guarantor or would otherwise operate as a discharge of Guarantor as a matter of law or equity. Guarantor acknowledges that all or a portion of the Obligations are secured by deeds of trust, deeds to secure debt or mortgages covering certain interests in real property (including, but not limited, to the Mortgages) and authorizes Administrative Agent, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to foreclose pursuant to the terms thereof or the deeds of trust and mortgages and the interests in real property secured thereby (including, but not limited to the Mortgages) by non-judicial or other sale. Guarantor understands that the exercise by Lenders or Administrative Agent, or any of them, of certain rights and remedies contained in this Agreement and such deeds of trust and mortgages may affect or eliminate Guarantor's right of subrogation against Company and that Guarantor may therefore incur a partially or totally nonreimbursable liability hereunder. Nevertheless, Guarantor hereby authorizes and empowers Administrative Agent and any Lender to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. To the extent permitted by law, without limiting the generality of the foregoing, Guarantor hereby expressly waives any and all benefits under California Code of Civil Procedure Sections 580a, 580d and 726. Notwithstanding any foreclosure of the lien of any such deeds of trust and mortgages with respect to any or all real or personal property secured thereby, whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantor shall remain bound under this Guaranty, including its obligation to pay any deficiency after a nonjudicial foreclosure. Guarantor hereby waives any defense to the recovery by Administrative Agent or any Lender against Guarantor of any deficiency after such sale, and Guarantor expressly waives any defense or benefits that may be derived from statutes and laws relating thereto. Administrative Agent may, at its election, foreclose on any security held by Administrative Agent by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy Administrative Agent may have against Company or any security without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Obligations have been paid. Guarantor waives any defense arising out of such election by Administrative Agent, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against Company or any security. Guarantor further agrees that, to the extent that any Loan Party makes a payment or payments to Administrative Agent or any Lender, or Administrative Agent or any Lender receives any proceeds of Collateral, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to any Loan Party, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount and this Guaranty shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. Guarantor shall defend and indemnify Administrative Agent and each Lender from and against any claim or loss hereunder 125 (including reasonable attorneys' fees and expenses) or in the defense of any action or suit relating to the foregoing matters. Guarantor further agrees, in furtherance of the foregoing and not in limitation of any other right that Administrative Agent or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of Company to pay any of its Obligations when and as the same shall become due (whether by required prepayment, declaration, demand or otherwise), Guarantor will forthwith pay, or cause to be paid, in cash, to Administrative Agent an amount equal to the sum of the unpaid principal amount of such Obligations, accrued and unpaid interest on such Obligations and all other Obligations of Company to Administrative Agent or such Lender. Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against any Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification or any right to participate in any claim or remedy of any Lender against any Loan Party or any Collateral which Administrative Agent or any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Obligations shall not have been paid in full in cash, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of, Lenders, and shall forthwith be paid to Administrative Agent for the benefit of Lenders to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities, or in the case of any assets to the extent of Obligations in respect of Letters of Credit to the extent not drawn upon) for the payment or prepayment of the Obligations of Guarantor in accordance with the terms of this Agreement or the other Loan Documents. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waiver set forth herein is knowingly made in contemplation of such benefits. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon any failure of Company to pay its Obligations when due (whether by required prepayment, declaration, demand or otherwise), each Lender, or Administrative Agent with respect to any Obligation owed under the Letters of Credit and any Affiliate of any of them is hereby authorized by Guarantor at any time or from time to time, without notice to Guarantor or to any other Person, any such notice being hereby expressly waived (provided that any such Lender shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not be a defense of any kind to Guarantor's liability under this Guaranty nor shall such Lender incur any liability of any kind to Guarantor for failure to provide such notice), to set off and to appropriate and to apply any and all deposits (general or special, including, not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time owing by any Lender or any subsequent holder of any Note or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them to or for the credit or the account of Guarantor against and on account of the obligations and liabilities of Guarantor to any Lender or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them under this Agreement, this Guaranty or the Letters of Credit including but not limited to, all claims of any nature or description arising out of or connected with this Agreement, this Guaranty or the Letters of Credit or any of the other Loan Documents irrespective of whether or not (a) Lenders or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them shall have made any demand hereunder or (b) Lenders or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them shall have declared the principal of and interest on the Loans or the Letters of Credit and other amounts due hereunder or under the other Loan Documents to be due and payable as permitted by Section 8.

Terms of Guaranty. The Guarantor agrees that the Obligations of Company may be extended or renewed, and the Revolving Credit Loans repaid and reborrowed in whole or in part, without notice or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any such Obligation or repayment and reborrowing of the Revolving Credit Loans. The Guarantor waives presentation of, demand of, payment from and protest of any Obligation of Company and also waives notice of protest for nonpayment. The obligations of the Guarantor under this Guaranty shall not be affected by, and the Guarantor hereby waives its rights (to the extent permitted by law) in connection with: (a) the failure of Administrative Agent, Collateral Agent or any Lender to assert any claim or demand or to enforce any right or remedy against Holding, Company or any Material Domestic Subsidiary under the provisions of this Agreement or any other agreement or otherwise, (b) any extension or renewal of any provision thereof, (c) any increase in the amount of the Obligations, (d) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement (subject to subsection 10.7) or any instrument executed pursuant hereto, (de) the release of any of the security held by Administrative Collateral Agent, Agent or any Lender for the Obligations of CompanyHolding, Company or any Material Domestic Subsidiary, (ef) the failure of Administrative Collateral Agent, Agent or any Lender to exercise any right or remedy against any other guarantor of the Obligations of Company, (fg) Administrative Collateral Agent, Agent or any Lender taking and holding security or collateral for the payment of this Guaranty, any other guaranties of the Obligations or other liabilities of Company and the Obligations guarantied hereby, and exchanging, enforcing, waiving and releasing any such security or collateral, (gh) Administrative Collateral Agent, Agent or any Lender applying any such security or collateral and directing the order or manner of sale thereof as Administrative Collateral Agent in its discretion may determine, or (hi) Administrative Collateral Agent, Agent or any Lender settling, releasing, compromising, collecting or otherwise liquidating the Obligations and any security or collateral therefor in any manner determined by Administrative Agent Collateral Agent, Agent, or such Lender. The Guarantor further agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be had by Administrative Collateral Agent, Agent or any other Person to any of the security held for payment of the Obligations of Company or to any balance of any deposit account or credit on the books of Administrative Collateral Agent, Agent or any other Person in favor of Company or any other Person. The obligations of the Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, discharge of Company from the Obligations in a bankruptcy or similar proceeding or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor under this Guaranty shall not be discharged or impaired or otherwise affected by the failure of Administrative Collateral Agent, Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations of Company, or by any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. Guarantor acknowledges that all or a portion of the Obligations are secured by deeds of trust, deeds to secure debt or mortgages covering certain interests in real property (including, but not limited, to the Mortgages) and authorizes Administrative Agent, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to foreclose pursuant to the terms thereof or the deeds of trust and mortgages and the interests in real property secured thereby (including, but not limited to the Mortgages) by non-judicial or other sale. Guarantor understands that the exercise by Lenders or Administrative Agent, or any of them, of certain rights and remedies contained in this Agreement and such deeds of trust and mortgages may affect or eliminate Guarantor's right of subrogation against Company and that Guarantor may therefore incur a partially or totally nonreimbursable liability hereunder. Nevertheless, Guarantor hereby authorizes and empowers Administrative Agent and any Lender to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. To the extent permitted by law, without limiting the generality of the foregoing, Guarantor hereby expressly waives any and all benefits under California Code of Civil Procedure Sections 580a, 580d and 726. Notwithstanding any foreclosure of the lien of any such deeds of trust and mortgages with respect to any or all real or personal property secured thereby, whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantor shall remain bound under this Guaranty, including its obligation to pay any deficiency after a nonjudicial foreclosure. Guarantor hereby waives any defense to the recovery by Administrative Agent or any Lender against Guarantor of any deficiency after such sale, and Guarantor expressly waives any defense or benefits that may be derived from statutes and laws relating thereto. Administrative Collateral Agent may, at its election, foreclose on any security held by Administrative Collateral Agent by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy Administrative Collateral Agent may have against Holding, Company or any Material Domestic Subsidiary or any security without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Obligations have been paid. The Guarantor waives any defense arising out of such election by Administrative Collateral Agent, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against Company or any security, so long as Collateral Agent have acted in a commercially reasonable manner. The Guarantor further agrees thatthat this Guaranty shall continue to be effective or be reinstated, to as the extent that case may be, if at any Loan Party makes a payment or payments to Administrative Agent time payment, or any Lenderpart thereof, of principal of or Administrative interest on any Obligation of Company is rescinded or must otherwise be restored by Agent, Collateral Agent or any Lender receives any proceeds upon the bankruptcy or reorganization of Collateral, which payment Company or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to any Loan Party, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount and this Guaranty shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurredotherwise. Guarantor shall defend and indemnify Administrative Agent and each Lender from and against any claim or loss hereunder 125 (including reasonable attorneys' fees and expenses) or in the defense of any action or suit relating to the foregoing matters. The Guarantor further agrees, in furtherance of the foregoing and not in limitation of any other right that Administrative Agent, Collateral Agent or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of Company to pay any of its Obligations when and as the same shall become due (whether by required prepayment, declaration, demand or otherwise), the Guarantor will forthwith pay, or cause to be paid, in cash, to Administrative Agent an amount equal to the sum of the unpaid principal amount of such Obligations, accrued and unpaid interest on such Obligations and all other Obligations of Company to Administrative Agent, Collateral Agent or such Lender. So long as any of the Obligations of Company shall remain outstanding hereunder, Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against any Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification indemnity or otherwise against Company that may arise out of or be caused by this Guaranty, all rights and/or claims against Company which may arise against Company by reason of this Guaranty, any right to enforce any remedy that Lenders now have or may hereafter have against Company and any benefit of, and any right to participate in in, any claim or remedy of any Lender against any Loan Party or any Collateral which Administrative Agent or any Lender security now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party, directly or indirectly, in cash or other property or held by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Obligations shall not have been paid in full in cash, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of, Lenders, and shall forthwith be paid to Administrative Agent for the benefit of Lenders to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities, or in the case of any assets to the extent of Obligations in respect of Letters of Credit to the extent not drawn upon) for the payment or prepayment of the Obligations of Guarantor in accordance with the terms of this Agreement or the other Loan Documents. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waiver set forth herein is knowingly made in contemplation of such benefits. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon any failure of Company to pay its Obligations when due (whether by required prepayment, declaration, demand or otherwise)) and consequent acceleration of the Obligations pursuant to Section 8, each Lender, or Administrative upon the consent of Agent with respect to any Obligation owed under the Letters of Credit and any Affiliate of any of them Requisite Lenders, is hereby authorized by Guarantor at any time or from time to time, without notice to Guarantor or to any other Person, any such notice being hereby expressly waived (provided that any such Lender shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not be a defense of any kind to Guarantor's liability under this Guaranty nor shall such Lender incur any liability of any kind to Guarantor for failure to provide such notice)the extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including, not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time owing by any that Lender or any subsequent holder of any Note or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them to or for the credit or the account of Guarantor against and on account of the obligations and liabilities of Guarantor to any that Lender or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them under this AgreementGuaranty, this Guaranty or the Letters of Credit including but not limited to, all such obligations and liabilities with respect to all claims of any nature or description arising out of or connected with this Agreement, this Guaranty or the Letters of Credit or any of the other Domestic Loan Documents Documents, irrespective of whether or not (a) Lenders or Administrative Agent Agent, with respect to any Obligation owed under the Letters of CreditCredit or this Agreement, or any Affiliate of any of them shall have made any demand hereunder hereunder. Each Lender and Agent agrees promptly to notify Guarantor after any such set-off and application is made by such Lender or (b) Lenders Agent. Notwithstanding anything contained in this Section 7 to the contrary, this Guaranty shall not be effective or Administrative Agent with respect to any Obligation owed under in full force and effect until the Letters of Credit, or any Affiliate of any of them shall have declared the principal of and interest on the Loans or the Letters of Credit and other amounts due hereunder or under the other Loan Documents to be due and payable as permitted by Section 8Closing Date.

Terms of Guaranty. The Guarantor agrees that the Obligations of Company the Borrower may be extended or renewed, and the Loans repaid and reborrowed in whole or in part, without notice or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any such Obligation or repayment and reborrowing of the Loans. The Guarantor waives presentation of, demand of, payment from and protest of any Obligation of Company Borrower and also waives notice of protest for nonpayment. The obligations of the Guarantor under this Guaranty shall not be affected by, and the Guarantor hereby waives its rights (to the extent permitted by law) in connection with: (a) the failure of Administrative any Agent or any Lender to assert any claim or demand or to enforce any right or remedy against Company the Borrower under the provisions of this Agreement or any other agreement or otherwise, (b) any extension or renewal of any provision thereof, (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any instrument executed pursuant hereto, (d) the release of any of the security held by Administrative Agent, any Agent or any Lender for the Obligations of Companythe Borrower, (e) the failure of Administrative any Agent or any Lender to exercise any right or remedy against any other guarantor of the Obligations of CompanyBorrower, (f) Administrative any Agent or any Lender taking and holding security or collateral for the payment of this Guaranty, any other guaranties of the Obligations or other liabilities of Company Borrower and the Obligations guarantied hereby, and exchanging, enforcing, waiving and releasing any such security or collateral, (g) Administrative any Agent or any Lender applying any such security or collateral and directing the order or manner of sale thereof as Administrative Collateral Agent in its discretion may determine, or (h) Administrative any Agent or any Lender settling, releasing, compromising, collecting or otherwise liquidating the Obligations and any security or collateral therefor in any manner determined by Administrative such Agent or such Lender. The Guarantor further agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be had by Administrative any Agent or any other Person to any of the security held for payment of the Obligations of Company Borrower or to any balance of any deposit account or credit on the books of Collateral Agent, Administrative Agent or any other Person in favor of Company Borrower or any other Person. The obligations of the Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, discharge of Company Borrower from the Obligations in a bankruptcy or similar proceeding or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor under this Guaranty shall not be discharged or impaired or otherwise affected by the failure of Collateral Agent, Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations of CompanyBorrower, or by any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor acknowledges that all or a portion of the Obligations are may in the future be secured by deeds of trust, deeds to secure debt or mortgages covering certain interests in real property (including, but not limited, to the Mortgages) and authorizes Administrative Collateral Agent, at its sole option, without notice or demand and without affecting the liability of the Guarantor under this Guaranty, to foreclose pursuant to the terms thereof or the deeds of trust and mortgages and the interests in real property secured thereby (including, but not limited to the Mortgages) by non-judicial or other sale. Guarantor understands that , and the exercise by Lenders or Administrative Agent, or any of them, of certain rights and remedies contained in this Agreement and such deeds of trust and mortgages may affect or eliminate Guarantor's right of subrogation against Company and that Guarantor may therefore incur a partially or totally nonreimbursable liability hereunder. Nevertheless, Guarantor hereby authorizes and empowers Administrative Agent and any Lender to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. To the extent permitted by law, without limiting the generality of the foregoing, Guarantor hereby expressly waives any and all benefits under California Code of Civil Procedure Sections 580a, 580d and 726. Notwithstanding any foreclosure of the lien of any such deeds of trust and mortgages with respect to any or all real or personal property secured thereby, whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantor shall remain bound under this Guaranty, including its obligation to pay any deficiency after a nonjudicial foreclosure. Guarantor hereby waives any defense to the recovery by Collateral Agent, Administrative Agent or any Lender against the Guarantor of any deficiency after such sale, and the Guarantor expressly waives any defense or benefits that may be derived from statutes and laws relating thereto. Administrative Collateral Agent may, at its election, foreclose on any security held by Administrative Collateral Agent by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy Administrative Collateral Agent may have against Company Borrower or any security without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Obligations have been paid. The Guarantor waives any defense arising out of such election by Administrative Collateral Agent, even though such election operates to impair or extinguish 119 any right of reimbursement or subrogation or other right or remedy of the Guarantor against Company Borrower or any security. The Guarantor further agrees thatthat this Guaranty shall continue to be effective or be reinstated, to as the extent that case may be, if at any Loan Party makes a payment or payments to Administrative Agent time payment, or any Lenderpart thereof, of principal of or interest on any Obligation of Borrower is rescinded or must otherwise be restored by Administrative Agent, Collateral Agent or any Lender receives any proceeds upon the bankruptcy or reorganization of Collateral, which payment Borrower or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to any Loan Party, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount and this Guaranty shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurredotherwise. Guarantor shall defend and indemnify Administrative Agent and each Lender from and against any claim or loss hereunder 125 (including reasonable attorneys' fees and expenses) or in the defense of any action or suit relating to the foregoing matters. The Guarantor further agrees, in furtherance of the foregoing and not in limitation of any other right that Administrative Agent, Collateral Agent or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of Company Borrower to pay any of its Obligations when and as the same shall become due (whether by required prepayment, declaration, demand or otherwise), the Guarantor will forthwith pay, or cause to be paid, in cash, to Administrative Agent an amount equal to the sum of the unpaid principal amount of such Obligations, accrued and unpaid interest on such Obligations and all other Obligations of Company Borrower to Administrative Agent, Collateral Agent or such Lender. Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against any Loan Party that arise from the existence, payment, performance or enforcement Borrower by way of such Guarantor's obligations under this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification or any right to participate in any claim or remedy of any Lender against any Loan Party or any Collateral which Administrative Agent or any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Obligations shall not have been paid in full in cash, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of, Lenders, and shall forthwith be paid to Administrative Agent for the benefit of Lenders to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities, or in the case of any assets to the extent of Obligations in respect of Letters of Credit to the extent not drawn upon) for the payment or prepayment of the Obligations of Guarantor in accordance with the terms of this Agreement or the other Loan Documents. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waiver set forth herein is knowingly made in contemplation of such benefits. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon any failure of Company Borrower to pay its Obligations when due (whether by required prepayment, declaration, demand or otherwise), each Lender, or Administrative Agent with respect to any Obligation owed under the Letters of Credit Credit, and any Affiliate of any of them them, is hereby authorized by Guarantor at any time or from time to time, without notice to Guarantor or to any other Person, any such notice being hereby expressly waived (provided that any such Lender shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not be a defense of any kind to Guarantor's liability under this Guaranty nor shall such Lender incur any liability of any kind to Guarantor for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time owing by any Lender or any subsequent holder of any Note Note, or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them them, to or for the credit or the account of Guarantor against and on account of the obligations and liabilities of Guarantor to any Lender Lender, or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them them, under this Agreement, this Guaranty or the Letters of Credit including but not limited to, all claims of any nature or description arising out of or connected with this Agreement, this Guaranty or the Letters of Credit or any of the other Loan Documents irrespective of whether or not (a) Lenders Lenders, or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them them, shall have made any demand hereunder or (b) Lenders Lenders, or Administrative Agent with respect to any 120 Obligation owed under the Letters of Credit, or any Affiliate of any of them them, shall have declared the principal of and interest on the Loans or the Letters of Credit and other amounts due hereunder or under the other Loan Documents to be due and payable as permitted by Section 8.

Terms of Guaranty. The Guarantor agrees that the Obligations of Company may be extended or renewed, and the Revolving Credit Loans repaid and reborrowed in whole or in part, without notice or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any such Obligation or repayment and reborrowing of the Revolving Credit Loans. The Guarantor waives presentation of, demand of, payment from and protest of any Obligation of Company and also waives notice of protest for nonpayment. The obligations of the Guarantor under this Guaranty shall not be affected by, and the Guarantor hereby waives its rights (to the extent permitted by law) in connection with: (a) the failure of Administrative Agent, Collateral Agent or any Lender to assert any claim or demand or to enforce any right or remedy against Holding, Company or any Material Domestic Subsidiary under the provisions of this Agreement or any other agreement or otherwise, , (b) any extension or renewal of any provision thereof, , (c) any increase in the amount of the Obligations, (d) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement (subject to subsection 10.7) or any instrument executed pursuant hereto, , (de) the release of any of the security held by Administrative Collateral Agent, Agent or any Lender for the Obligations of Company, Holding, Company or any Subsidiary, (ef) the failure of Administrative Collateral Agent, Agent or any Lender to exercise any right or remedy against any other guarantor of the Obligations of Company, , (fg) Administrative Collateral Agent, Agent or any Lender taking and holding security or collateral for the payment of this Guaranty, any other guaranties of the Obligations or other liabilities of Company and the Obligations guarantied hereby, and exchanging, enforcing, waiving and releasing any such security or collateral, , (gh) Administrative Collateral Agent, Agent or any Lender applying any such security or collateral and directing the order or manner of sale thereof as Administrative Collateral Agent in its discretion may determine, or or (hi) Administrative Collateral Agent, Agent or any Lender settling, releasing, compromising, collecting or otherwise liquidating the Obligations and any security or collateral therefor in any manner determined by Administrative Agent Collateral Agent, Agent, or such Lender. The Guarantor further agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be had by Administrative Collateral Agent, Agent or any other Person to any of the security held for payment of the Obligations of Company or to any balance of any deposit account or credit on the books of Administrative Collateral Agent, Agent or any other Person in favor of Company or any other Person. The obligations of the Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoffset-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, discharge of Company from the Obligations in a bankruptcy or similar proceeding or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor under this Guaranty shall not be discharged or impaired or otherwise affected by the failure of Administrative Collateral Agent, Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations of Company, or by any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. Guarantor acknowledges that all or a portion of the Obligations are secured by deeds of trust, deeds to secure debt or mortgages covering certain interests in real property (including, but not limited, to the Mortgages) and authorizes Administrative Agent, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to foreclose pursuant to the terms thereof or the deeds of trust and mortgages and the interests in real property secured thereby (including, but not limited to the Mortgages) by non-judicial or other sale. Guarantor understands that the exercise by Lenders or Administrative Agent, or any of them, of certain rights and remedies contained in this Agreement and such deeds of trust and mortgages may affect or eliminate Guarantor's right of subrogation against Company and that Guarantor may therefore incur a partially or totally nonreimbursable liability hereunder. Nevertheless, Guarantor hereby authorizes and empowers Administrative Agent and any Lender to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. To the extent permitted by law, without limiting the generality of the foregoing, Guarantor hereby expressly waives any and all benefits under California Code of Civil Procedure Sections 580a, 580d and 726. Notwithstanding any foreclosure of the lien of any such deeds of trust and mortgages with respect to any or all real or personal property secured thereby, whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantor shall remain bound under this Guaranty, including its obligation to pay any deficiency after a nonjudicial foreclosure. Guarantor hereby waives any defense to the recovery by Administrative Agent or any Lender against Guarantor of any deficiency after such sale, and Guarantor expressly waives any defense or benefits that may be derived from statutes and laws relating thereto. Administrative Collateral Agent may, at its election, foreclose on any security held by Administrative Collateral Agent by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy Administrative Collateral Agent may have against Holding, Company or any Subsidiary or any security without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Obligations have been paid. The Guarantor waives any defense arising out of such election by Administrative Collateral Agent, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against Company or any security, so long as Collateral Agent have acted in a commercially reasonable manner. The Guarantor further agrees thatthat this Guaranty shall continue to be effective or be reinstated, to as the extent that case may be, if at any Loan Party makes a payment or payments to Administrative Agent time payment, or any Lenderpart thereof, of principal of or Administrative interest on any Obligation of Company is rescinded or must otherwise be restored by Agent, Collateral Agent or any Lender receives any proceeds upon the bankruptcy or reorganization of Collateral, which payment Company or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise required to be repaid to any Loan Party, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount and this Guaranty shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurredotherwise. Guarantor shall defend and indemnify Administrative Agent and each Lender from and against any claim or loss hereunder 125 (including reasonable attorneys' fees and expenses) or in the defense of any action or suit relating to the foregoing matters. The Guarantor further agrees, in furtherance of the foregoing and not in limitation of any other right that Administrative Agent, Collateral Agent or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of Company to pay any of its Obligations when and as the same shall become due (whether by required prepayment, declaration, demand or otherwise), the Guarantor will forthwith pay, or cause to be paid, in cash, to Administrative Agent an amount equal to the sum of the unpaid principal amount of such Obligations, accrued and unpaid interest on such Obligations and all other Obligations of Company to Administrative Agent, Collateral Agent or such Lender. So long as any of the Obligations of Company shall remain outstanding hereunder, Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against any Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification indemnity or otherwise against Company that may arise out of or be caused by this Guaranty, all rights and/or claims against Company which may arise against Company by reason of this Guaranty, any right to enforce any remedy that Lenders now have or may hereafter have against Company and any benefit of, and any right to participate in in, any claim or remedy of any Lender against any Loan Party or any Collateral which Administrative Agent or any Lender security now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party, directly or indirectly, in cash or other property or held by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Obligations shall not have been paid in full in cash, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of, Lenders, and shall forthwith be paid to Administrative Agent for the benefit of Lenders to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities, or in the case of any assets to the extent of Obligations in respect of Letters of Credit to the extent not drawn upon) for the payment or prepayment of the Obligations of Guarantor in accordance with the terms of this Agreement or the other Loan Documents. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waiver set forth herein is knowingly made in contemplation of such benefits. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon any failure of Company to pay its Obligations when due (whether by required prepayment, declaration, demand or otherwise)) and consequent acceleration of the Obligations pursuant to Section 8, each Lender, or Administrative upon the consent of Agent with respect to any Obligation owed under the Letters of Credit and any Affiliate of any of them Requisite Lenders, is hereby authorized by Guarantor at any time or from time to time, without notice to Guarantor or to any other Person, any such notice being hereby expressly waived (provided that any such Lender shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not be a defense of any kind to Guarantor's liability under this Guaranty nor shall such Lender incur any liability of any kind to Guarantor for failure to provide such notice)the extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including, not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time owing by any that Lender or any subsequent holder of any Note or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them to or for the credit or the account of Guarantor against and on account of the obligations and liabilities of Guarantor to any Lender or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them Lenders under this AgreementGuaranty, this Guaranty or the Letters of Credit including but not limited to, all such obligations and liabilities with respect to all claims of any nature or description arising out of or connected with this Agreement, this Guaranty or the Letters of Credit or any of the other Domestic Loan Documents Documents, irrespective of whether or not (a) Lenders or Administrative Agent Agent, with respect to any Obligation owed under the Letters of CreditCredit or this Agreement, or any Affiliate of any of them shall have made any demand hereunder hereunder. Each Lender and Agent agrees promptly to notify Guarantor after any such set-off and application is made by such Lender or (b) Lenders Agent. Notwithstanding anything contained in this Section 7 to the contrary, this Guaranty shall not be effective or Administrative Agent with respect to any Obligation owed under in full force and effect until the Letters of Credit, or any Affiliate of any of them shall have declared the principal of and interest on the Loans or the Letters of Credit and other amounts due hereunder or under the other Loan Documents to be due and payable as permitted by Section 8Closing Date.

Terms of Guaranty. Guarantor agrees that the Obligations of Company the Borrower may be extended or renewed, and the Loans repaid and reborrowed in whole or in part, without notice or further assent from it, and that it will remain bound upon this Guaranty notwithstanding not- withstanding any extension, renewal or other alteration of any such Obligation or repayment and reborrowing of the Loans. Guarantor waives presentation of, demand of, payment from and protest of any Obligation of Company Borrower and also waives notice of protest for nonpayment. The obligations of the Guarantor under this Guaranty shall not be affected by, and the Guarantor hereby waives its rights (to the extent permitted by law) in connection with: (a) the failure of Administrative Agent Agent, or any Lender to assert any claim or demand or to enforce any right or remedy against Company the Borrower under the provisions of this Agreement or any other agreement or otherwise, (b) any extension or renewal of any provision thereof, (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any instrument executed pursuant hereto, (d) the release of any of the security security, if any, held by Administrative Agent, or any Lender for the Obligations of Companythe Borrower, (e) the failure of Administrative Agent Agent, or any Lender to exercise any right or remedy against any other guarantor of the Obligations of CompanyBorrower, (f) Administrative Agent or any Lender taking and holding security or collateral for the payment of this Guaranty, any other guaranties of the Obligations or other liabilities of Company Borrower and the Obligations guarantied hereby, and exchangingexchang- ing, enforcing, waiving and releasing any such security or collateral, (g) Administrative Agent or any Lender applying any such security or collateral and directing the order or manner of sale thereof as Administrative Agent in its discretion may determine, or (h) Administrative Agent or any Lender settling, releasing, compromisingcompro- mising, collecting or otherwise liquidating the Obligations and any security or collateral therefor in any manner determined by Administrative Agent or such Lender. Guarantor further agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be had by Administrative Agent or any other Person to any of the security held for payment of the Obligations of Company Borrower or to any balance of any deposit account or credit on the books of Administrative Agent or any other Person in favor of Company Borrower or any other Person. The obligations of Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromisecompromise in respect of Borrower, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, discharge of Company Borrower from the Obligations in a bankruptcy or similar proceeding or otherwise. Without limiting the generality of the foregoing, the obligations of Guarantor under this Guaranty shall not be discharged or impaired or otherwise other- wise affected by the failure of Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification of any provision provi- sion thereof, by any default, failure or delay, willful or otherwiseother- wise, in the performance of the Obligations of CompanyBorrower, or by any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of Guarantor or would otherwise operate as a discharge of Guarantor as a matter of law or equity. Guarantor acknowledges that all or a portion of the Obligations are secured by deeds of trust, deeds to secure debt or mortgages covering certain interests in real property (including, but not limited, to the Mortgages) and authorizes Administrative Agent, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to foreclose pursuant to the terms thereof or the deeds of trust and mortgages and the interests in real property secured thereby (including, but not limited to the Mortgages) by non-judicial or other sale. Guarantor understands that the exercise by Lenders or Administrative Agent, or any of them, of certain rights and remedies contained in this Agreement and such deeds of trust and mortgages may affect or eliminate Guarantor's right of subrogation against Company and that Guarantor may therefore incur a partially or totally nonreimbursable liability hereunder. Nevertheless, Guarantor hereby authorizes and empowers Administrative Agent and any Lender to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. To the extent permitted by law, without limiting the generality of the foregoing, Guarantor hereby expressly waives any and all benefits under California Code of Civil Procedure Sections 580a, 580d and 726. Notwithstanding any foreclosure of the lien of any such deeds of trust and mortgages with respect to any or all real or personal property secured thereby, whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantor shall remain bound under this Guaranty, including its obligation to pay any deficiency after a nonjudicial foreclosure. Guarantor hereby waives any defense to the recovery by Administrative Agent or any Lender against Guarantor of any deficiency after such sale, and Guarantor expressly waives any defense or benefits that may be derived from statutes and laws relating thereto. Administrative Agent may, at its election, foreclose on any security held by Administrative Agent by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy Administrative Agent may have against Company Borrower or any security of Borrower's property without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Obligations have been paid. Guarantor waives any defense arising out of such election by Administrative Agent, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against Company Borrower or any security. Guarantor further agrees that, to the extent that any Loan Party makes a payment or payments to Administrative Agent or any Lender, or Administrative Agent or any Lender receives any proceeds of Collateralcolla- teral, if any, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferentialpreferen- tial, set aside or otherwise required to be repaid to any Loan Party, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount and this Guaranty shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. Guarantor shall defend and indemnify Administrative Agent and each Lender from and against any claim or loss hereunder 125 (including reasonable attorneys' fees and expenses) or in the defense of any action or suit relating to the foregoing matters. Guarantor further agrees, in furtherance of the foregoing and not in limitation of any other right that Administrative Agent or any Lender may have at law or in equity against the Guarantor by virtue hereof, upon the failure of Company Borrower to pay any of its Obligations when and as the same shall become due (whether by required prepayment, declaration, demand or otherwise), the Guarantor will forthwith pay, or cause to be paid, in cash, to Administrative Agent an amount equal to the sum of the unpaid principal amount of such Obligations, accrued and unpaid interest on such Obligations Obliga- tions and all other Obligations of Company Borrower to Administrative Agent or such Lender. Guarantor hereby irrevocably waives until (i) all Commitments have been terminated, (ii) all Letters of Credit have expired or been terminated and (iii) all Obligations have been indefeasibly paid in full (other than any indemnification Obliga- tions not then due and payable), any claim or other rights which it may now or hereafter acquire against any Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Guaranty or any other Loan Document, including, without limitation, any right of subrogationsubroga- tion, reimbursement, exoneration, contribution, indemnification or any right to participate in any claim or remedy of any Lender against any Loan Party or any Collateral which Administrative Agent or any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Obligations shall not have been paid in full in cash, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of, Lenders, and shall forthwith be paid to Administrative Agent for the benefit of Lenders to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities, or in the case of any assets to the extent of Obligations in respect of Letters of Credit to the extent not drawn upon) for the payment or prepayment prepay- ment of the Obligations of Guarantor in accordance with the terms of this Agreement or the other Loan Documents. Guarantor acknowledges acknow- ledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waiver set forth herein is knowingly made in contemplation contempla- tion of such benefits. In Notwithstanding the provisions of section 362 of the Bankruptcy Code and any other applicable law and without application or motion to or order from the Court, in addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon any failure of Company Borrower to pay its Obligations when due (whether by required prepayment, declaration, demand or otherwise), each Lender, or Administrative Agent with respect to any Obligation owed under the Letters of Credit and any Affiliate of any of them is hereby authorized by Guarantor at any time or from time to time, without notice to Guarantor or to any other Person, any such notice being hereby expressly waived (provided that any such Lender shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not be a defense of any kind to Guarantor's liability under this Guaranty nor shall such Lender incur any liability of any kind to Guarantor for failure to provide such notice)waived, to set off and to appropriate and to apply any and all deposits (general or special, including, not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time owing by any Lender or any subsequent holder of any Note or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them to or for the credit or the account of Guarantor against and on account of the obligations and liabilities of Guarantor to any Lender or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them under this Agreement, this Guaranty or the Letters of Credit including but not limited to, all claims of any nature or description arising out of or connected with this Agreement, this Guaranty or the Letters of Credit or any of the other Loan Documents irrespective of whether or not (a) Lenders or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them shall have made any demand hereunder or (b) Lenders or Administrative Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them shall have declared the principal of and interest on the Loans or the Letters of Credit and other amounts due hereunder or under the other Loan Documents to be due and payable as permitted by Section 8.

Terms of Guaranty. Guarantor agrees that the Obligations of Company Libbey Canada may be extended or renewed, and the Canadian Loans repaid and reborrowed in whole or in part, without notice or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension, renewal or other alteration of any such Obligation or repayment and reborrowing of the Canadian Loans. The Guarantor waives presentation of, demand of, payment from and protest of any Obligation of Company Libbey Canada and also waives notice of protest for nonpayment. The obligations of the Guarantor under this Guaranty shall not be affected by, and the Guarantor hereby waives its rights (to the extent permitted by law) in connection with: (a) the failure of Administrative Agent, any Co-Agent, Canadian Agent or any other Lender to assert any claim or demand or to enforce any right or remedy against Libbey Canada or Company under the provisions of this Agreement or any other agreement or otherwise, (b) any extension or renewal of any provision thereof, (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any instrument executed pursuant hereto, (d) the release of any of the security held by Administrative Agent, Agent or any Lender Canadian Agent for the Obligations of CompanyLibbey Canada, (e) the failure of Administrative Agent, any Co-Agent, Canadian Agent or any other Lender to exercise any right or remedy against any other guarantor of the Obligations of Libbey Canada or Company, (f) Administrative Agent, any Co-Agent, Canadian Agent or any other Lender taking and holding security or collateral for the payment of this Guaranty, any other guaranties of the Canadian Obligations or other liabilities of Company Libbey Canada and the Obligations guarantied hereby, and exchanging, enforcing, waiving and releasing any such security or collateral, (g) Administrative Agent, any Co-Agent, Canadian Agent or any other Lender applying any such security or collateral and directing the order or manner of sale thereof as Administrative Agent in its discretion may determine, or (h) Administrative Agent, any Co-Agent, Canadian Agent or any other Lender settling, releasing, compromising, collecting or otherwise liquidating the Obligations and any security or collateral therefor in any manner determined by Administrative Agent, such Co-Agent, Canadian Agent or such Lender. Guarantor further agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be had by Administrative Canadian Agent, Agent or any other Person to any of the security held for payment of the Obligations of Company Libbey Canada or to any balance of any deposit account or credit on the books of Administrative Canadian Agent, Agent or any other Person in favor of Company Libbey Canada or any other Person. The obligations of Guarantor under this Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Canadian Obligations, discharge of Company Libbey Canada from the Canadian Obligations in a bankruptcy or similar proceeding or otherwise. Without limiting the generality of the foregoing, the obligations of Guarantor under this Guaranty shall not be discharged or impaired or otherwise affected by the failure of Administrative Agent, any Co-Agent, Canadian Agent or any other Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations of CompanyLibbey Canada, or by any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of Guarantor or would otherwise operate as a discharge of Guarantor as a matter of law or equity. Guarantor acknowledges that all or a portion of the Obligations are secured by deeds of trust, deeds to secure debt or mortgages covering certain interests in real property (including, but not limited, to the Mortgages) and authorizes Administrative Agent, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to foreclose pursuant to the terms thereof or the deeds of trust and mortgages and the interests in real property secured thereby (including, but not limited to the Mortgages) by non-judicial or other sale. Guarantor understands that the exercise by Lenders or Administrative Agent, or any of them, of certain rights and remedies contained in this Agreement and such deeds of trust and mortgages may affect or eliminate Guarantor's right of subrogation against Company and that Guarantor may therefore incur a partially or totally nonreimbursable liability hereunder. Nevertheless, Guarantor hereby authorizes and empowers Administrative Agent and any Lender to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. To the extent permitted by law, without limiting the generality of the foregoing, Guarantor hereby expressly waives any and all benefits under California Code of Civil Procedure Sections 580a, 580d and 726. Notwithstanding any foreclosure of the lien of any such deeds of trust and mortgages with respect to any or all real or personal property secured thereby, whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by an acceptance of a deed in lieu of foreclosure, Guarantor shall remain bound under this Guaranty, including its obligation to pay any deficiency after a nonjudicial foreclosure. Guarantor hereby waives any defense to the recovery by Administrative Agent or any Lender against Guarantor of any deficiency after such sale, and Guarantor expressly waives any defense or benefits that may be derived from statutes and laws relating thereto. Administrative Canadian Agent may, at its their election, foreclose on any security held by Administrative Agent and Canadian Agent by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy Administrative Agent and Canadian Agent may have against Company Libbey Canada or any security without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the Canadian Obligations have been paid. Guarantor waives any defense arising out of such election by Administrative Agent and Canadian Agent, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against Company Libbey Canada or any security, so long as Agent and Canadian Agent have acted in a commercially reasonable manner. Guarantor further agrees thatthat this Guaranty shall continue to be effective or be reinstated, to as the extent that case may be, if at any Loan Party makes a payment or payments to Administrative Agent or any Lendertime payment, or Administrative Agent or any Lender receives any proceeds of Collateral, which payment or payments or any part thereof are subsequently invalidatedthereof, declared to of principal of or interest on any Obligation of Libbey Canada is rescinded or must otherwise be fraudulent restored by Agent or preferential, set aside Canadian Agent upon the bankruptcy or otherwise required to be repaid to any Loan Party, its estate, trustee, receiver reorganization of Libbey Canada or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount and this Guaranty shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. Guarantor shall defend and indemnify Administrative Agent and each Lender from and against any claim or loss hereunder 125 (including reasonable attorneys' fees and expenses) or in the defense of any action or suit relating to the foregoing mattersotherwise. Guarantor further agrees, in furtherance of the foregoing and not in limitation of any other right that Administrative Agent or any Lender Canadian Agent may have at law or in equity against the Guarantor by virtue hereof, upon the failure of Company Libbey Canada to pay any of its Obligations when and as the same shall become due (whether by required prepayment, declaration, demand or otherwise), Guarantor will forthwith pay, or cause to be paid, in cash, to Administrative Agent an amount equal to the sum of the unpaid principal amount of such Obligations, accrued and unpaid 100 108 interest on such Obligations and all other Obligations of Company Libbey Canada to Administrative Agent or such LenderCanadian Agent. So long as any of the Obligations of Libbey Canada shall remain outstanding hereunder, Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against any Loan Party that arise from the existence, payment, performance or enforcement of such Guarantor's obligations under this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification indemnity or otherwise against Libbey Canada that may arise out of or be caused by this Guaranty, all rights and/or claims against Libbey Canada which may arise against Libbey Canada by reason of this Guaranty, any right to enforce any remedy that Agent or Canadian Agent now has or may hereafter have against Libbey Canada and any benefit of, and any right to participate in in, any claim security now or remedy of any Lender against any Loan Party or any Collateral which Administrative hereafter held by Agent or any Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to Guarantor in violation of the preceding sentence and the Obligations shall not have been paid in full in cash, such amount shall be deemed to have been paid to Guarantor for the benefit of, and held in trust for the benefit of, Lenders, and shall forthwith be paid to Administrative Agent for the benefit of Lenders to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities, or in the case of any assets to the extent of Obligations in respect of Letters of Credit to the extent not drawn upon) for the payment or prepayment of the Obligations of Guarantor in accordance with the terms of this Agreement or the other Loan Documents. Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waiver set forth herein is knowingly made in contemplation of such benefitsCanadian Agent. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon any failure of Company Libbey Canada to pay its Obligations when due (whether by required prepayment, declaration, demand or otherwise)) and consequent acceleration of the Obligations pursuant to Section 7, each LenderCanadian Agent, or Administrative upon the consent of Agent with respect to any Obligation owed under the Letters of Credit and any Affiliate of any of them Requisite Lenders, is hereby authorized by Guarantor at any time or from time to time, without notice to Guarantor or to any other Person, any such notice being hereby expressly waived (provided that any such Lender shall use reasonable efforts to notify Company promptly after any such setoff; PROVIDED, FURTHER, HOWEVER, that failure to give such notice shall not be a defense of any kind to Guarantor's liability under this Guaranty nor shall such Lender incur any liability of any kind to Guarantor for failure to provide such notice)the extent permitted by applicable law, to set off and to appropriate and to apply any and all deposits (general or special, including, not limited to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time owing by any Lender or any subsequent holder of any Note or Administrative Canadian Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them to or for the credit or the account of Guarantor against and on account of the obligations and liabilities of Guarantor to any Lender or Administrative Canadian Agent with respect to any Obligation owed under the Letters of Credit, or any Affiliate of any of them under this AgreementGuaranty, this Guaranty or the Letters of Credit including but not limited to, all such obligations and liabilities with respect to all claims of any nature or description arising out of or connected with this Agreement, this Guaranty or the Letters of Credit or any of the other Loan Documents Documents, irrespective of whether or not (a) Lenders Canadian Agent or Administrative Agent Agent, with respect to any Obligation owed under the Letters of CreditCredit or this Agreement, or any Affiliate of any of them shall have made any demand hereunder hereunder. Each of Canadian Agent and Agent agrees promptly to notify Guarantor after any such set-off and application is made by Canadian Agent or (b) Lenders Agent. Notwithstanding anything contained in this Section 8 to the contrary, this Guaranty shall not be effective or Administrative Agent with respect to any Obligation owed under in full force and effect until the Letters of Credit, or any Affiliate of any of them shall have declared the principal of and interest on the Loans or the Letters of Credit and other amounts due hereunder or under the other Loan Documents to be due and payable as permitted by Section 8Effective Date.