Common use of Waiver by the Guarantors Clause in Contracts

Waiver by the Guarantors. The Guarantors unconditionally waive and release, to the fullest extent permitted by Applicable Law, any and all (a) notice of the acceptance of this Guarantee by any Beneficiary and of any change in the financial condition of the Master Lessee; (b) notices of the creation, renewal, extension or accrual of any Obligation or any of the matters referred to in Section 2.04 hereof or any notice of or proof of reliance by any of the Beneficiaries upon this Guarantee or acceptance of this Guarantee (the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guarantee and all dealings between the Master Lessee or the Guarantors and each Beneficiary shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee); (c) notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights of any of the Beneficiaries against the Guarantors; (d) the right to interpose all substantive and procedural defenses to the law of guarantee, indemnification and suretyship, except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations; (e) all rights, defenses and remedies accorded by Applicable Law to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of the assets of the Master Lessee or to cause any Beneficiary to proceed against the Master Lessee or any collateral held by any Beneficiary at any time or in any particular order; (g) rights to the enforcement, assertion or exercise by any of the Beneficiaries of any right, power, privilege or remedy conferred herein or in the Master Lease or otherwise; (h) requirements of promptness or diligence on the part of any of the Beneficiaries; (i) notices of the sale, transfer or other disposition of any right, title to or interest in the Master Lease; (j) demand of payment by any Beneficiary or any other Person from the Master Lessee or any other Person indebted or in any manner liable on or for the Obligations hereby guaranteed; (k) presentment for payment by any Beneficiary or any other Person of the Obligations, protest thereof and notice of dishonor to any party; or (l) other circumstances whatsoever (except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Guarantors. No failure to exercise and no delay in exercising, on the part of any Beneficiary, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power, privilege or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

Waiver by the Guarantors. The Guarantors unconditionally waive Each Guarantor hereby waives presentment to, demand of payment from and releaseprotest to the Other Loan Parties of any of the Guaranteed Obligations, and also waives promptness, diligence, notice of acceptance of its guarantee, any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that any Agent or any other Finance Party protect, secure, perfect or insure any Lien or any property subject thereto. Each Guarantor further waives any right to require that resort be had by any Agent or any other Finance Party to any security held for payment of the Guaranteed Obligations or to any balance of any deposit, account or credit on the books of the any Agent or any other Finance Party in favor of any Loan Party or any other Person. Each Guarantor hereby consents and agrees to each of the following to the fullest extent permitted by Applicable Lawlaw, and agrees that such Guarantor’s obligations under this Agreement shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any rights (including rights to notice) which such Guarantor might otherwise have as a result of or in connection with any of the following: (i) any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding with any Other Loan Party, any and all Agent, the other Finance Parties, or any of them, or any other Person, pertaining to the Guaranteed Obligations; (aii) notice any adjustment, indulgence, forbearance or compromise that might be granted or given by any Agent or any other Finance Party to any Other Loan Party or any other Person liable on the Guaranteed Obligations; or the failure of any Agent or any other Finance Party to assert any claim or demand or to exercise any right or remedy against any Other Loan Party under the provisions of any Finance Document or otherwise; or any rescission, waiver, amendment or modification of, or any release from any of the acceptance terms or provisions of, any Finance Document or any other agreement, including with respect to any Other Loan Party under this Agreement; (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of this Guarantee by power of any Beneficiary and Other Loan Party or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of any Other Loan Party, or any change, restructuring or termination of the corporate structure or existence of any Other Loan Party, or any sale, lease or transfer of any or all of the assets of any Other Loan Party, or any change in the financial condition shareholders, partners, or members of any Other Loan Party; or any default, failure or delay, willful or otherwise, in the performance of the Master Lessee; Guaranteed Obligations; (biv) notices the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, the act of creating the Guaranteed Obligations or any part thereof is ultra vxxxx, the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, any Other Loan Party has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from such Other Loan Party, the creation, renewalperformance or repayment of the Guaranteed Obligations (or the execution, extension or accrual delivery and performance of any Obligation document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; (v) any full or partial release of the liability of any Other Loan Party or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any of the matters referred to in Section 2.04 hereof or any notice of or proof of reliance part thereof, it being recognized, acknowledged and agreed by any of the Beneficiaries upon this Guarantee or acceptance of this Guarantee (the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guarantee and all dealings between the Master Lessee or the Guarantors and each Beneficiary shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee); (c) notices which Guarantor that such Guarantor may be required by statuteto pay the Guaranteed Obligations in full without assistance or support of any other Person, rule and such Guarantor has not been induced to enter into this Agreement on the basis of law a contemplation, belief, understanding or otherwiseagreement that any party other than the Borrower will be liable to perform the Guaranteed Obligations, or that the Finance Parties will look to any other party to perform the Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guarantee, or other assurance of payment, for all or any part of the Guaranteed Obligations; (vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any Letter of Credit, collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations; (viii) any right that any Guarantor may now or hereafter have under Section 3-606 of the UCC or otherwise to unimpaired collateral; (ix) the failure of any Agent, any other Finance Party or any other Person to exercise diligence or reasonable care in effectthe preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (x) the fact that any collateral, security, security interest or lien contemplated or intended to preserve intact be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any rights other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the Beneficiaries against the Guarantors; (d) the right to interpose all substantive and procedural defenses to the law of guarantee, indemnification and suretyship, except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations; (e) all rights, defenses and remedies accorded by Applicable Law to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of the assets of the Master Lessee or to cause any Beneficiary to proceed against the Master Lessee or any collateral held by any Beneficiary at any time or in any particular order; (g) rights to the enforcement, assertion or exercise by any of the Beneficiaries of any right, power, privilege or remedy conferred herein or in the Master Lease or otherwise; (h) requirements of promptness or diligence on the part of any of the Beneficiaries; (i) notices of the sale, transfer or other disposition of any right, title to or interest in the Master Lease; (j) demand of payment by any Beneficiary or any other Person from the Master Lessee or any other Person indebted or in any manner liable on or for the Obligations hereby guaranteed; (k) presentment for payment by any Beneficiary or any other Person of the Obligations, protest thereof and notice of dishonor to any party; or (l) other circumstances whatsoever (except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Guarantors. No failure to exercise and no delay in exercising, on the part of any Beneficiary, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power, privilege or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.Collateral;

Waiver by the Guarantors. The Guarantors unconditionally waive and release, to the fullest extent permitted by Applicable Law, any and all (a) Each Guarantor waives notice of any Default under this Indenture, the acceptance Notes or the Guaranteed Obligations. The obligations of the Guarantors hereunder shall not be affected by: (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Guarantee Indenture, the Notes or any other agreement; (iv) the release of any security held by any Beneficiary and Holder or the Trustee for the Guaranteed Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (vi) any change in the financial condition ownership of the Master Lessee; Issuer. (b) notices Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by the Trustee or any Holder to any security held for payment of the creation, renewal, extension or accrual of any Obligation or any of the matters referred to in Section 2.04 hereof or any notice of or proof of reliance by any of the Beneficiaries upon this Guarantee or acceptance of this Guarantee (the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guarantee and all dealings between the Master Lessee or the Guarantors and each Beneficiary shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee); . (c) notices which Each Guarantor further expressly waives irrevocably and unconditionally: (i) any right it may be required by statutehave to require any Holder or the Trustee to first proceed against, rule initiate any actions before a court of law or otherwiseany other judge or authority, now or hereafter in effect, to preserve intact enforce or complete the enforcement of any rights or security (or apply as payment in respect of such security) or claim or complete any of claim for payment from the Beneficiaries Issuer or any other Person (including any other guarantor) before initiating a claim or continuing to claim against the Guarantors; (d) the right to interpose all substantive and procedural defenses to the law of guarantee, indemnification and suretyship, except the defenses of prior payment or prior performance by the Master Lessee it as Guarantor under this Indenture or the Guarantors of the Obligations; Notes; (e) all rights, defenses and remedies accorded by Applicable Law to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (fii) any right or claim of right to cause a marshaling of which it may be entitled to have the assets of the Master Lessee or to cause any Beneficiary to proceed against the Master Lessee or any collateral held by any Beneficiary at any time or in any particular order; (g) rights to the enforcement, assertion or exercise by any of the Beneficiaries of any right, power, privilege or remedy conferred herein or in the Master Lease or otherwise; (h) requirements of promptness or diligence on the part of any of the Beneficiaries; (i) notices of the sale, transfer or other disposition of any right, title to or interest in the Master Lease; (j) demand of payment by any Beneficiary Issuer or any other Person from the Master Lessee or (including any other Person indebted Guarantor) first be used, applied or depleted as payment of the Issuer’s obligations hereunder, prior to any amount being claimed from or paid by such Guarantor hereunder; (iii) any right to which it may be entitled to have claims hereunder divided between such Guarantor and the Issuer; and (iv) to the greatest extent applicable, and even though it is not a surety obligation, the benefits of orden, excusión, división, quita, novación, espera and modificación and any right specified in any manner liable on or for the Obligations hereby guaranteed; (k) presentment for payment by any Beneficiary or Articles 2813, 2814, 2815, 2817, 2818, 2820, 2821, 2822, 2823, 2826, 2827, 2830, 2836, 2840, 2842, 2844, 2845, 2846, 2847, 2848, and 2849 and any other Person related to the irrevocable and unconditional nature of the Obligations, protest thereof and notice of dishonor to any party; or (l) other circumstances whatsoever (except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors Note Guarantee of the ObligationsMexican Federal Civil Code (Código Civil Federal), and the correlative articles of the Códigos Civiles of each State of the United Mexican States and Mexico City. Each Guarantor represents that it is familiar with the contents of these Articles, and other related articles, and agrees that such articles need not be reproduced herein; and (v) which might otherwise constitute in the event Holders grant Issuer an extension of time or a legal or equitable dischargegrace period, release or defense of a guarantor or suretyeach Guarantor waives any right and benefit that may be available to each Guarantor pursuant to Articles 2846, or which might otherwise limit recourse against the Guarantors. No failure to exercise 2847, 2848, 2849 and no delay in exercising, on the part of any Beneficiary, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereofrelated to the irrevocable and unconditional nature of the Note Guarantee of the Mexican Federal Civil Code (Código Civil Federal), or and the exercise correlative articles of any the Códigos Civiles of each State of the United Mexican States and Mexico City. Each Guarantor represents that it is familiar with the contents of these articles, and other powerrelated articles, privilege or right. The rights and remedies herein provided are cumulative and agrees that such articles need not exclusive of any rights or remedies provided by lawbe reproduced herein.

Waiver by the Guarantors. The Guarantors unconditionally waive Each Guarantor hereby waives presentment to, demand of payment from and releaseprotest to the Other Credit Parties of any of the Guaranteed Obligations, and also waives promptness, diligence, notice of acceptance of its guarantee, any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that any Agent or any other Finance Party protect, secure, perfect or insure any Lien or any property subject thereto. Each Guarantor further waives any right to require that resort be had by any Agent or any other Finance Party to any security held for payment of the Guaranteed Obligations or to any balance of any deposit, account or credit on the books of the any Agent or any other Finance Party in favor of any Credit Party or any other Person. Each Guarantor hereby consents and agrees to each of the following to the fullest extent permitted by Applicable Law, and agrees that such Guarantor's obligations under this Agreement shall not be released, diminished, impaired, reduced or adversely affected by any and all (a) notice of the acceptance following, and waives any rights (including rights to notice) which such Guarantor might otherwise have as a result of this Guarantee or in connection with any of the following: (i) any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding with any Other Credit Party, any Agent, the other Finance Parties, or any of them, or any other Person, pertaining to the Guaranteed Obligations; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by any Beneficiary and Agent or any other Finance Party to any Other Credit Party or any other Person liable on the Guaranteed Obligations; or the failure of any Agent or any other Finance Party to assert any claim or demand or to exercise any right or remedy against any Other Credit Party under the provisions of any Finance Document or otherwise; or any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Finance Document or any other agreement, including with respect to any Other Credit Party under this Agreement; (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Credit Party or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of any Other Credit Party, or any change, restructuring or termination of the corporate structure or existence of any Other Credit Party, or any sale, lease or transfer of any or all of the assets of any Other Credit Party, or any change in the financial condition shareholders, partners, or members of any Other Credit Party; or any default, failure or delay, willful or otherwise, in the performance of the Master Lessee; Guaranteed Obligations; (biv) notices the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by Law, the act of creating the Guaranteed Obligations or any part thereof is ULTRA XXXXX, the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, any Other Credit Party has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from such Other Credit Party, the creation, renewalperformance or repayment of the Guaranteed Obligations (or the execution, extension or accrual delivery and performance of any Obligation document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; (v) any full or partial release of the liability of any Other Credit Party or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and such Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that any party other than the Borrowers will be liable to perform the Guaranteed Obligations, or that the Finance Parties will look to any other party to perform the Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guarantee, or other assurance of payment, for all or any part of the Guaranteed Obligations; (vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any Letter of Credit, collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations; (viii) any right that any Guarantor may now or hereafter have under Section 3-606 of the UCC or otherwise to unimpaired collateral; (ix) the failure of any Agent, any other Finance Party or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (x) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the Collateral; (xi) any payment by any Other Credit Party to either of the Administrative Agents, any other Agent or any other Finance Party being held to constitute a preference under Title 11 of the United States Code or any similar Federal, foreign or state Law, or for any reason any Agent or any other Finance Party being required to refund such payment or pay such amount to any Other Credit Party or someone else; (xii) any other action taken or omitted to be taken with respect to the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations in cash; (xiii) the fact that all or any of the matters referred Guaranteed Obligations cease to in Section 2.04 hereof exist by operation of Law, including by way of a discharge, limitation or tolling thereof under applicable bankruptcy laws; (xiv) the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Credit Party, either of the Administrative Agents, any other Finance Party or any notice other Person, whether in connection herewith or any unrelated transactions; PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or proof compulsory counterclaim; or (xv) any other circumstance that might in any manner or to any extent otherwise constitute a defense available to, vary the risk of, or operate as a discharge of, such Guarantor as a matter of reliance by any Law or equity. All waivers herein contained shall be without prejudice to the right of the Beneficiaries upon this Guarantee or acceptance of this Guarantee (the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guarantee and all dealings between the Master Lessee or the Guarantors and each Beneficiary shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee); (c) notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights of any of the Beneficiaries against the Guarantors; (d) the right to interpose all substantive and procedural defenses to the law of guarantee, indemnification and suretyship, except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations; (e) all rights, defenses and remedies accorded by Applicable Law to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of the assets of the Master Lessee or to cause any Beneficiary Administrative Agents at their option to proceed against the Master Lessee or any collateral held by any Beneficiary at any time or in any particular order; (g) rights to the enforcement, assertion or exercise by any of the Beneficiaries of any right, power, privilege or remedy conferred herein or in the Master Lease or otherwise; (h) requirements of promptness or diligence on the part of any of the Beneficiaries; (i) notices of the sale, transfer or other disposition of any right, title to or interest in the Master Lease; (j) demand of payment by any Beneficiary Credit Party or any other Person from the Master Lessee Person, whether by separate action or any other Person indebted or in any manner liable on or for the Obligations hereby guaranteed; (k) presentment for payment by any Beneficiary or any other Person of the Obligations, protest thereof and notice of dishonor to any party; or (l) other circumstances whatsoever (except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Guarantors. No failure to exercise and no delay in exercising, on the part of any Beneficiary, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power, privilege or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by lawjoinder.

Waiver by the Guarantors. The Guarantors unconditionally waive Each Guarantor hereby waives presentment to, demand of payment from and releaseprotest to the Other Loan Parties of any of the Guaranteed Obligations, and also waives promptness, diligence, notice of acceptance of its guarantee, any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that any Agent or any other Finance Party protect, secure, perfect or insure any Lien or any property subject thereto. Each Guarantor further waives any right to require that resort be had by any Agent or any other Finance Party to any security held for payment of the Guaranteed Obligations or to any balance of any deposit, account or credit on the books of the any Agent or any other Finance Party in favor of any Loan Party or any other Person. Each Guarantor hereby consents and agrees to each of the following to the fullest extent permitted by Applicable Lawlaw, and agrees that such Guarantor’s obligations under this Agreement shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any rights (including rights to notice) which such Guarantor might otherwise have as a result of or in connection with any of the following: (i) any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations or any instrument executed in connection therewith, or any contract or understanding with any Other Loan Party, any and all Agent, the other Finance Parties, or any of them, or any other Person, pertaining to the Guaranteed Obligations; (aii) notice any adjustment, indulgence, forbearance or compromise that might be granted or given by any Agent or any other Finance Party to any Other Loan Party or any other Person liable on the Guaranteed Obligations; or the failure of any Agent or any other Finance Party to assert any claim or demand or to exercise any right or remedy against any Other Loan Party under the provisions of any Finance Document or otherwise; or any rescission, waiver, amendment or modification of, or any release from any of the acceptance terms or provisions of, any Finance Document or any other agreement, including with respect to any Other Loan Party under this Agreement; (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of this Guarantee by power of any Beneficiary and Other Loan Party or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of any Other Loan Party, or any change, restructuring or termination of the corporate structure or existence of any Other Loan Party, or any sale, lease or transfer of any or all of the assets of any Other Loan Party, or any change in the financial condition shareholders, partners, or members of any Other Loan Party; or any default, failure or delay, willful or otherwise, in the performance of the Master Lessee; Guaranteed Obligations; (biv) notices the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, the act of creating the Guaranteed Obligations or any part thereof is ultra xxxxx, the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, the Guaranteed Obligations violate applicable usury laws, any Other Loan Party has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from such Other Loan Party, the creation, renewalperformance or repayment of the Guaranteed Obligations (or the execution, extension or accrual delivery and performance of any Obligation document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; (v) any full or partial release of the liability of any Other Loan Party or of any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other Person, and such Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that any party other than the Borrower will be liable to perform the Guaranteed Obligations, or that the Finance Parties will look to any other party to perform the Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guarantee, or other assurance of payment, for all or any part of the Guaranteed Obligations; (vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any Letter of Credit, collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations; (viii) any right that any Guarantor may now or hereafter have under Section 3-606 of the UCC or otherwise to unimpaired collateral; (ix) the failure of any Agent, any other Finance Party or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (x) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the Collateral; (xi) any payment by any Other Loan Party to the Administrative Agent, any other Agent or any other Finance Party being held to constitute a preference under Title 11 of the United States Code or any similar Federal, or foreign state law, or for any reason any Agent or any other Finance Party being required to refund such payment or pay such amount to any Other Loan Party or someone else; (xii) any other action taken or omitted to be taken with respect to the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor will be required to pay the guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not contemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations in cash; (xiii) the fact that all or any of the matters referred Guaranteed Obligations cease to in Section 2.04 hereof exist by operation of law, including by way of a discharge, limitation or tolling thereof under applicable Debtor Relief Laws; (xiv) the existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, the Administrative Agent, any other Finance Party or any notice other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or proof of reliance by compulsory counterclaim; or (xv) any of other circumstance that might in any manner or to any extent otherwise constitute a defense available to, vary the Beneficiaries upon this Guarantee risk of, or acceptance of this Guarantee (the Obligationsoperate as a discharge of, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guarantee and all dealings between the Master Lessee or the Guarantors and each Beneficiary shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee); (c) notices which may be required by statute, rule such Guarantor as a matter of law or otherwise, now or hereafter in effect, equity. All waivers herein contained shall be without prejudice to preserve intact any rights of any the right of the Beneficiaries against the Guarantors; (d) the right to interpose all substantive and procedural defenses to the law of guarantee, indemnification and suretyship, except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations; (e) all rights, defenses and remedies accorded by Applicable Law to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of the assets of the Master Lessee or to cause any Beneficiary Administrative Agent at its option to proceed against the Master Lessee or any collateral held by any Beneficiary at any time or in any particular order; (g) rights to the enforcement, assertion or exercise by any of the Beneficiaries of any right, power, privilege or remedy conferred herein or in the Master Lease or otherwise; (h) requirements of promptness or diligence on the part of any of the Beneficiaries; (i) notices of the sale, transfer or other disposition of any right, title to or interest in the Master Lease; (j) demand of payment by any Beneficiary Loan Party or any other Person from the Master Lessee Person, whether by separate action or any other Person indebted or in any manner liable on or for the Obligations hereby guaranteed; (k) presentment for payment by any Beneficiary or any other Person of the Obligations, protest thereof and notice of dishonor to any party; or (l) other circumstances whatsoever (except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Guarantors. No failure to exercise and no delay in exercising, on the part of any Beneficiary, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power, privilege or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by lawjoinder.

Waiver by the Guarantors. The Guarantors unconditionally waive and release, to (a) To the fullest extent permitted by Applicable Law, the Parent Guarantor and each Subsidiary Guarantor unconditionally and irrevocably waives acceptance hereof, presentment, demand, protest and any and all (a) notice of the acceptance of this Guarantee not provided for herein, as well as any requirement that at any time any action be taken by any Beneficiary Person against the Issuer or any other Person. The Note Guarantee constitutes a guarantee of payment and not of any change in the financial condition of the Master Lessee; collection. (b) notices to the extent permitted by Applicable Law, the Parent Guarantor and each Subsidiary Guarantor expressly waives irrevocably and unconditionally: (i) any right it may have to first require any Holder of the creationNew Notes to proceed against, renewal, extension or accrual initiate any actions before a court of any Obligation law or any other judge or authority, or enforce any other rights or security or claim payment from the Issuer or any other Person (including any Guarantor or any other guarantor) before claiming it under this Indenture; (ii) any right to which it may be entitled to have the assets of the matters referred to in Section 2.04 hereof Issuer or any notice other Person (including the Parent Guarantor, the Subsidiary Guarantors or any other guarantor) first be used, applied or depleted as payment of the Issuer’s, the Parent Guarantor’s or proof of reliance the Subsidiary Guarantors’ obligations hereunder, prior to any amount being claimed from or paid by any of the Beneficiaries upon this Guarantee or acceptance of this Guarantee Parent Guarantor hereunder; and (the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guarantee and all dealings between the Master Lessee or the Guarantors and each Beneficiary shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee); (c) notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights of any of the Beneficiaries against the Guarantors; (d) the right to interpose all substantive and procedural defenses to the law of guarantee, indemnification and suretyship, except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations; (e) all rights, defenses and remedies accorded by Applicable Law to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (fiii) any right or claim of right to cause a marshaling of which it may be entitled to have claims hereunder divided between the assets of Parent Guarantor and the Master Lessee or to cause any Beneficiary to proceed against the Master Lessee or any collateral held by any Beneficiary at any time or in any particular order; (g) rights to the enforcement, assertion or exercise by any of the Beneficiaries of any right, power, privilege or remedy conferred herein or in the Master Lease or otherwise; (h) requirements of promptness or diligence on the part of any of the Beneficiaries; (i) notices of the sale, transfer or other disposition of any right, title to or interest in the Master Lease; (j) demand of payment by any Beneficiary or any other Person from the Master Lessee or any other Person indebted or in any manner liable on or for the Obligations hereby guaranteed; (k) presentment for payment by any Beneficiary or any other Person of the Obligations, protest thereof and notice of dishonor to any party; or (l) other circumstances whatsoever (except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Subsidiary Guarantors. No failure to exercise and no delay in exercising, on the part of any Beneficiary, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power, privilege or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

Waiver by the Guarantors. The Guarantors unconditionally waive and release, to the fullest extent permitted by Applicable Law, any and all (a) notice of the acceptance of this Guarantee by any Beneficiary and of any change in the financial condition of the Master Lessee; (b) notices of the creation, . renewal, extension or accrual of any Obligation or any of the matters referred to in Section 2.04 hereof or any notice of or proof of reliance by any of the Beneficiaries upon this Guarantee or acceptance of this Guarantee (the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guarantee and all dealings between the Master Lessee or the Guarantors and each Beneficiary shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee); (c) notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights of any of the Beneficiaries against the Guarantors; (d) the right to interpose all substantive and procedural defenses to the law of guarantee, indemnification and suretyship, except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations; (e) all rights, defenses and remedies accorded by Applicable Law to guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; (f) any right or claim of right to cause a marshaling of the assets of the Master Lessee or to cause any Beneficiary to proceed against the Master Lessee or any collateral held by any Beneficiary at any time or in any particular order; (g) rights to the enforcement, assertion or exercise by any of the Beneficiaries of any right, power, privilege or remedy conferred herein or in the Master Lease or otherwise; (h) requirements of promptness or diligence on the part of any of the Beneficiaries; (i) notices of the sale, transfer or other disposition of any right, title to or interest in the Master Lease; (j) demand of payment by any Beneficiary or any other Person from the Master Lessee or any other Person indebted or in any manner liable on or for the Obligations hereby guaranteed; (k) presentment for payment by any Beneficiary or any other Person of the Obligations, protest thereof and notice of dishonor to any party; , or (l) other circumstances whatsoever (except the defenses of prior payment or prior performance by the Master Lessee or the Guarantors of the Obligations) which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against the Guarantors. No failure to exercise and no delay in exercising, on the part of any Beneficiary, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power, privilege or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.