Common use of Waiver of Defenses Clause in Contracts

Waiver of Defenses. The obligations of the Owner under this Debenture and this security shall not be discharged, released, prejudiced or otherwise affected by any act, omission or circumstance which but for this provision might so operate or otherwise release or discharge the Owner from the Obligations, or the security created under this Debenture including without limitation and whether or not known to or discoverable by the Owner or the Indenture Trustee: (a) any time, indulgence, waiver, consent or other relief granted to or composition with the Owner or any other Person; (b) the taking, variation, extension, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any rights under the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or any security granted by, the Owner or any other Person; (c) any irregularity, invalidity or unenforceability of any obligation of the Owner under the Indenture, any Security Document, this Debenture or any other guarantee, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligation; or (f) any supplement, amendment or modification to the terms of the Indenture, this Debenture, any other Security Document or any other guarantee, agreement or obligation.

Waiver of Defenses. The obligations of the Owner Sponsor under this Debenture and this security Agreement shall not be discharged, released, prejudiced or otherwise affected by any act, omission circumstance, omission, matter or circumstance which thing which, but for this provision might so operate or otherwise provision, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture Agreement or prejudice or diminish those obligations in whole or in part, including without limitation and (whether or not known to the Sponsor or discoverable by the Owner or the Indenture Debenture Trustee:): (a) any time, indulgenceindulgence or waiver granted to, waiver, consent or other relief granted to or composition with with, the Owner Issuer, the Sponsor or any other Person; (b) the taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or refusal or neglect to perfect perfect, take up or enforce, any rights under or remedies against, or security over assets of, the IndentureIssuer, this Debenture, any Security Document the Sponsor or any other guarantee, agreement or obligation Person or any right against, non-presentation or non-observance of any formality or other requirement in respect of any instrument or any security granted by, failure to realize the Owner or full value of any other Personsecurity; (c) any irregularity, invalidity or unenforceability of any obligation of the Owner under the Indenture, any Security Document, this Debenture or any other guarantee, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to lack of powers, authority or legal personality of or dissolution or change in the Ownermembers or status of the Issuer, any guarantor the Sponsor or any other Person; (d) any variation (however fundamental and whether or not involving an increase in liability of the Issuer, the Sponsor or other person) or replacement of a Transaction Document or any other document or security so that references to that Transaction Document in this Agreement shall include each variation or replacement; (e) any defect in or unenforceability, illegality, invalidity or inadequacy frustration of the constitution or incorporation or borrowing powers any obligation of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture person under any Transaction Document or any other guarantee, agreement document or obligationsecurity or any failure of the Issuer or the Sponsor to become bound by the terms of any Transaction Document; or (f) any supplementpostponement, amendment discharge, reduction, non-provability or modification to the terms other similar circumstance affecting any obligation of the IndentureIssuer or the Sponsor under a Transaction Document resulting from any insolvency, liquidation or dissolution proceeding or from any law, regulation or order; so that each such obligation shall, for purposes of the Sponsor's obligations under this DebentureAgreement, any other Security Document remain in full force and be construed as if there were no such act, circumstance, variation, omission, matter or any other guarantee, agreement or obligationthing.

Waiver of Defenses. (a) The obligations of the Owner Pledgor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand the Pledgor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Section 3.3, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture Agreement, including without limitation and (whether or not known to it or discoverable by the Owner or the Indenture Trustee:any Secured Party): (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or compromise with, any Loan Party or any other Person; (bii) the taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or refusal or neglect to perfect perfect, take up or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security Document Loan Party or any other guarantee, agreement or obligation Person or any right against, non-presentation or non-observance of any formality or other requirement in respect of any instrument or any security granted byfailure to realize the full value of any security; (iii) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the Owner members or status of any Loan Party or any other Person; (civ) any irregularityamendment or variation (however fundamental) or restatement, replacement or novation of any Loan Document or any other document so that references to that document in this Agreement shall include each such amendment, variation, restatement, replacement and novation; (v) any unenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Loan Document or any other guaranteedocument, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent intent that such obligation the Collateral Agent’s Lien on the Collateral and the Pledgor's obligations under this security Agreement shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vi) any avoidance, postponement, discharge, reduction, non- provability or other similar circumstance affecting any obligation of any Loan Party under a Loan Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any applicable Laws so that each such obligation shall for the purposes of the Pledgor's obligations under this Agreement be construed as if there were no such irregularity, unenforceability, invalidity, law or ordercircumstance; (dvii) any legal limitationother act, disability, incapacity omission or other circumstance relating delay to the Owner, any guarantor or do any other Person; (e) act which may or might in any defect in manner or invalidity or inadequacy to any extent vary the risk of the constitution Pledgor or incorporation or borrowing powers otherwise operate as a discharge of the Owner Issuer as a matter of law or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationequity; or (fviii) the acceptance or taking of other guaranties or security for the Obligations, or the settlement, release or substitution of any guarantee or security or of any endorser, guarantor or other obligor in respect of the Obligations. (b) The Pledgor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of any Loan Party to the Secured Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever, including any rights to notifications and the formalities of a foreclosure proceeding (trámite del juicio ejecutivo); (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; and (iii) any supplementoffset or counterclaim or other right, amendment defense or modification claim based on, or in the nature of, any obligation now or later owed to any Loan Party by any other Loan Party or any Secured Party. (c) The Pledgor irrevocably and unconditionally authorizes the terms Collateral Agent and the other Secured Parties to take any action in respect of the Indenture, this Debenture, Obligations or any other Security Document collateral or guaranties securing them or any other guaranteeaction that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of the Pledgor and irrespective of any change in the financial condition of any Loan Party.

Waiver of Defenses. (a) The obligations of the Owner Pledgor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand the Pledgor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Clause, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany Finance Party). This includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or any other Personcompromise with, another person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect failure to perfect perfect, or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security person; (iii) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (iv) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person; (v) any amendment, restatement, or novation (however fundamental) of a Finance Document or any other guaranteedocument, agreement guaranty or obligation or any right against, or any security granted by, the Owner or any other Personsecurity; (cvi) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, guaranty or security, the intent of any government or authority (whether of right or the parties being that the Collateral Agent’s security interest in fact) purporting the Pledged Collateral and the Pledgor’s obligations under this Agreement are to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of the Pledgor’s obligations under this Agreement construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fviii) the acceptance or taking of other guaranties or security for the Secured Liabilities, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Secured Liabilities. (b) The Pledgor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Obligors to the Collateral Agent or the other Finance Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Obligor’s obligations under the Finance Documents or the Pledgor’s obligations under this Agreement or the enforcement of this Agreement or the Collateral Agent’s security interest in the Pledged Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification claim based on, or in the nature of, any obligation now or later owed to the terms of Pledgor by the IndentureObligors, this Debenture, any other Security Document the Collateral Agent or any other guaranteeFinance Party. (c) The Pledgor irrevocably and unconditionally authorizes the Collateral Agent and the other Finance Parties to take any action in respect of the Secured Liabilities or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of the Pledgor and irrespective of any change in the financial condition of any Obligor.

Waiver of Defenses. (a) The obligations of the Owner each Subsidiary Guarantor under this Debenture and this security shall Section 23 will not be discharged, released, prejudiced or otherwise affected by any act, omission or circumstance which thing which, but for this provision might so operate or otherwise provision, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Section 23 (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany Issuing Bank). This includes: (ai) any timetime or waiver granted to, indulgence, waiver, consent or other relief granted to or composition with the Owner or with, any other Personperson; (bii) any release of any person under the terms of any composition or arrangement; (iii) the taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or refusal or neglect to perfect perfect, take up or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security Document person; (iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person and including notice of an adverse change in the financial condition of any Obligor or any other guaranteefact that might increase or expand any Subsidiary Guarantor’s risk hereunder; (vi) any amendment, agreement novation, supplement, extension or obligation or any right against, or any security granted by, the Owner reinstatement (however fundamental and of whatever nature) of a Financing Agreement or any other Persondocument or security; (cvii) any irregularityunenforceability, illegality, invalidity or unenforceability non-provability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Financing Agreement or any other guarantee, of any government document or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or ordersecurity; (dviii) any legal limitation, disability, incapacity insolvency or other circumstance relating to the Owner, any guarantor or any other Personsimilar proceedings; (eix) notice of acceptance of this Subsidiary Guarantee Agreement; (x) notice of any issuance of Letters of Credit under this Agreement, or the creation, existence or acquisition of any of the Guaranteed Obligations, subject to such Subsidiary Guarantor’s right to make inquiry of each Issuing Bank to ascertain the amount of the Guaranteed Obligations at any reasonable time; (xi) notice of the amount of the Guaranteed Obligations, subject to such Subsidiary Guarantor’s right to make inquiry of each Issuing Bank to ascertain the amount of the Guaranteed Obligations at any reasonable time; (xii) all other notices and demands to which such Subsidiary Guarantor might otherwise be entitled; (xiii) the defense of the “single action” rule or any similar right or protection, and the right by statute or otherwise to require any Issuing Bank to institute suit against the Company or to exhaust its rights and remedies against the Company, the Subsidiary Guarantor being bound to the payment of each and all Guaranteed Obligations, whether now existing or hereafter accruing, as fully as if such Guaranteed Obligations were directly owing to the Issuing Banks by such Subsidiary Guarantor; and UTi Worldwide Inc. Letter of Credit Agreement (xiv) any defect in or invalidity or inadequacy of other defense which the constitution or incorporation or borrowing powers of Subsidiary Guarantor may have to the Owner or full and complete performance of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligation; or (f) any supplement, amendment or modification to the terms of the Indenture, this Debenture, any other Security Document or any other guarantee, agreement or obligationobligations hereunder.

Waiver of Defenses. The liability of the \Guarantors\Guarantor under this Guaranty shall be irrevocable, unconditional and absolute, and without limiting the generality of the foregoing, the obligations of the Owner under this Debenture and this security \Guarantors\Guarantor shall not be released, discharged, released, prejudiced limited or otherwise affected by, and the \Guarantors\Guarantor hereby \waive\waives as against each holder of the Notes to the fullest extent permitted by any act, omission or circumstance which but for this provision might so operate or otherwise release or discharge the Owner from the Obligations, or the security created under this Debenture including without limitation and whether or not known to or discoverable by the Owner or the Indenture TrusteeApplicable Law: (a) any timedefense relating to any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, consent subordination or other relief granted to release in respect of any Obligation or composition with the Owner or any other Personotherwise; (b) any modification or amendment of or supplement to the takingObligations, variation, extension, compromise, renewal including any increase or release of, or refusal or neglect to perfect or enforce, any rights under decrease in the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or any security granted byprincipal, the Owner rates of interest or any other Personamounts payable in respect thereof; (c) any defense based upon any incapacity, disability or lack or limitation of status or power of the Company or of the directors, officers, employees, partners or agents thereof, or that the Company may not be a legal entity; (d) any irregularity, invalidity defect or unenforceability of any obligation informality in respect of the Owner under Obligations; (e) any change in the Indentureexistence, any Security Documentstructure, this Debenture constitution, name, control or ownership of the Company or any other guaranteePerson, or any insolvency, bankruptcy, amalgamation, merger, reorganization or other similar proceeding affecting the Company or any other Person or the assets of the Company or of such other Person; (f) the existence of any government claim, set-off or other rights which the \Guarantors\Guarantor may have at any time against the Company, any of the holders of the Notes, or any other Person, whether in connection with the Obligations or any unrelated transactions; (g) any release or any invalidity, illegality or unenforceability relating to or against the Company or any other Person, whether relating to any instrument evidencing the Obligations or any other agreement or instrument relating thereto or any part thereof or any provision of Applicable Law purporting to prohibit the payment by the Company or any other Person of any of the Obligations; (h) any limitation, postponement, prohibition, subordination or other restriction on the rights of the holders of the Notes or any of them to payment of the Obligations or to take any steps in respect thereof; (i) any sale, release, substitution, exchange or addition of any security or any \cosigner\co-signer, endorser, other guarantor or any other Person in respect of the Obligations; (j) any defense arising by reason of any failure of any holder of a Note to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including, without limitation, notice of (i) acceptance of this Guaranty, (ii) partial payment or non-payment of all or any part of the Obligations and (iii) the existence, creation, or incurring of new or additional Obligations; (k) any defense arising by reason of any failure, omission or delay of any holder of a Note to proceed against the Company or any other Person, to act or to proceed against, apply or exhaust any security held from the Company, the \Guarantors\Guarantor or any other Person for the Obligations, or to act or to proceed against or to pursue any other remedy in the power of any holder of a Note whatsoever; (l) the benefit of any law which provides that the obligation of a \Guarantors\Guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which \reduce\reduces the \Guarantors’\Guarantor’s obligation in proportion to the principal obligations; (m) any defense arising by reason of any incapacity, lack of authority or any other defense of the Company, the \Guarantors\Guarantor or any other Person, or by reason of the cessation from any cause whatsoever of the liability of the Company, the \Guarantors\Guarantor or any other Person with respect to all or any part of the Obligations (other than the actual satisfaction thereof), or by reason of any act or omission of any holder of a Note or others which directly or indirectly results in the discharge or release of the Company, the \Guarantors\Guarantor or all or any part of the Obligations or any security, or guarantee therefor, whether by operation of law or otherwise; (n) any defense arising by reason of any failure by any holder of a Note to obtain, perfect or maintain a perfected (or any) Lien upon any property of the Company, the \Guarantors\Guarantor or any other Person or by reason of any interest of any holder of a Note in any property, whether as owner thereof or the holder of a Lien thereon being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by any holder of a Note of any right to recourse or collateral; (o) any defense arising by reason of the failure of any holder of a Note to xxxxxxxx any assets; (p) any defense based upon any failure of any holder of a Note to give to the Company or the \Guarantors\Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of any holder of a Note to comply with any provision of Applicable Law in enforcing any security interest in or lien upon any such property, including any failure by any holder of a Note to dispose of any such property in a commercially reasonable manner; (q) any dealing whatsoever with the Company, the \Guarantors\Guarantor or any other Person or any security, whether negligently or not, or any failure to do so; (r) any defense based upon or arising out of any winding up, receivership, bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Company, the \Guarantors\Guarantor, or any other Person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; (s) any reorganization, moratorium, arrangement or compromise of any or all of the obligations of the Company or the \Guarantors\Guarantor, including, without limitation, the Obligations or any transaction including, without limitation, any consolidation, arrangement, transfer, sale, lease or other disposition, whereby all or any part of the undertaking, property and assets of the Company or the \Guarantors\Guarantor become the property of any other Person or Persons; (t) any extinguishment of all or any of the Obligations for any reason whatsoever (other than the actual satisfaction thereof); (u) any other circumstance which might otherwise constitute a defense available to, or a discharge of the \Guarantors\Guarantor, any other act or omission to act or delay of any kind by the Company, any holder of a Note, the \Guarantors\Guarantor or any other Person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 3 constitute a legal or equitable discharge, limitation or reduction of the obligations of the \Guarantors\Guarantor hereunder (other than the payment or satisfaction in full of all of the Obligations); (v) the absence of any action to enforce the Obligations or any waiver or consent by the Company with respect to any of the provisions thereof or any other circumstances which might otherwise constitute a discharge or defense by the Company, including, without limitation, any failure or delay in the enforcement of the Obligations or of notice thereof; or any suit or other action brought by any unitholder or creditor of, or by, the Company or any other Person, for any reason, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of the Notes, the Note Purchase \Agreement\Agreements or any other agreement; (w) the default or failure of the Company (whether willful or otherwise) to fully perform any of right the Obligations; (x) the impossibility or illegality of performance on the part of the Company or any other Person of the Obligations; (y) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes\;\, wars (whether or not declared), civil commissions, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or state regulatory body or agency, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Company or any other Person, as the case may be, and whether or not of the kind hereinbefore specified; (z) any attachment, claim, demand, charge, Lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, indebtedness, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Person, or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by any Person, or against any sums payable under the Notes, the Note Purchase \ Agreement\Agreements or this Guaranty, or so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; (aa) the failure of the Company to receive any benefit or consideration from or as a result of its execution, delivery and performance of the Notes and the Note Purchase \Agreement\Agreements; and (bb) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in factany way adversely affect, the performance by any party of its respective obligations under the Notes, the Note Purchase \Agreement\Agreements or this Guaranty, or any instrument relating thereto. The specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this paragraph that the obligations of the \Guarantors\ Guarantor hereunder shall be absolute and unconditional and shall not be discharged, impaired or varied except by the indefeasible payments in full in cash to the holders thereof of the principal of, Make-Whole Amount (if any) purporting and interest on the Notes, and of all other sums due and owing to reduce or otherwise affect any such obligation the holders of the Notes pursuant to this Guaranty, and then only to the extent of such payments. Without limiting any of the other terms or provisions hereof, it is understood and agreed that such in order to hold the \Guarantors\Guarantor liable hereunder, there shall be no obligation on the part of any holder of any Note to resort, in any manner or form, for payment, to the Company or any other Person or to the properties or estates of any of the foregoing. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Company shall default under the terms of the Notes or the Note Purchase \Agreement\ Agreements and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Company under the Notes or the Note Purchase \Agreement\Agreements, this security Guaranty shall remain in full force and this Debenture effect and shall apply to each and every subsequent default. The foregoing provisions apply (and the foregoing waivers shall be construed accordingly as effective) even if there were no such irregularitythe effect is to destroy or diminish the \Guarantors’\Guarantor’s subrogation rights, unenforceabilitythe \Guarantors’ rights\Guarantor’s right to proceed against the Company for reimbursement, invalidity, law or order; (d) the \Guarantors’ rights\Guarantor’s right to recover contribution from any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect right or remedy; provided, however, nothing in or invalidity or inadequacy this Section 3 shall relieve the holders of the constitution Notes from any obligation in law or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or equity to act in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligation; or (f) any supplement, amendment or modification to the terms of the Indenture, this Debenture, any other Security Document or any other guarantee, agreement or obligationgood faith.

Waiver of Defenses. 2.3.1 The liabilities and obligations of the Owner Corporate Sureties under this Debenture Agreement shall remain in full force and this security shall not be discharged, released, prejudiced or otherwise affected by effect notwithstanding any act, omission or circumstance which but for this provision might so operate or otherwise release or discharge the Owner from the Obligationsomission, neglect, event, or the security created under this Debenture including without limitation and matter whatsoever whether or not known to the Corporate Sureties, Issuer, Trustee, and/or Bondholders, and the foregoing shall apply, without limitation, in relation to: (a) anything, except full payment of the Bonds and the performance of all obligations of the Issuer under the Bond Agreements, which would have discharged the Corporate Sureties (in whole or discoverable in part) whether as co- obligor, or otherwise, or which would have afforded the Corporate Sureties any legal or equitable defense; (b) any winding up, dissolution, reconstruction, or reorganization, legal limitation, disability, incapacity, or lack of corporate power or authority, or other circumstances of, or any change in the constitution or corporate identity or loss of corporate identity by any of the Bondholders or the Issuer; and (c) anything which renders the obligations of the Issuer or the Corporate Sureties invalid or unenforceable under this Agreement or any part of the Bond Agreements to which it is a party, and any defense or counterclaim that the Issuer or the Corporate Sureties may be able to assert against the Bondholders or the Trustee. 2.3.2 Without limiting the generality of Section 2.3.1 above, none of the liabilities or obligations of the Corporate Sureties under this Agreement shall be affected or impaired by the Owner Bondholders or the Indenture Trustee: (a) any time, indulgence, waiver, consent or other relief granted to or composition agreeing with the Owner Issuer or the Corporate Sureties on any other Personrenewal, roll-over, amendment, variation, assignment, novation of, or departure from (however substantial or material) this Agreement or the Bond Agreements, so that any such amendment, variation, assignment, novation, or departure shall, whatever its nature, be binding upon the Corporate Sureties in all circumstances, notwithstanding that it may increase or otherwise affect the liability of the Corporate Sureties; (b) releasing or granting at any time or any indulgence of any kind to the takingIssuer or any one of the Corporate Sureties, variation(including, extensionwithout limitation, compromisea change in the time, renewal manner or release ofterms of payment, the waiver of any conditions precedent or the breach of any covenants under the Bonds and Bond Agreements), or refusal entering into any transaction or neglect arrangements whatsoever with or in relation to perfect the Issuer or enforce, the Corporate Sureties that has or may have the effect of releasing or granting any rights under the Indenture, this Debenture, any Security Document time or any other guarantee, agreement indulgence of any kind to the Issuer or obligation or any right against, or any security granted by, the Owner or any other PersonCorporate Sureties; (c) taking, accepting, varying, dealing with, abstaining from enforcing, surrendering or releasing any irregularitycollateral, invalidity right of recourse, set-off, or unenforceability of any obligation of the Owner under the Indenture, any Security Document, this Debenture combination or any other guarantee, of any government or authority (whether of right or interest held by the Bondholders or the Trustee on the Bonds or in fact) purporting relation to reduce this Agreement or otherwise affect any the Bond Agreements in such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly manner as if there were no such irregularity, unenforceability, invalidity, law or orderthey think fit; (d) claiming, proving for, accepting, or transferring any legal limitationpayment in respect of the Bonds in any composition by or winding up of the Issuer or the Corporate Sureties or abstaining from such claiming, disabilityproving for, incapacity accepting, or other circumstance relating to the Owner, any guarantor or any other Persontransferring; (e) selling and/or purchasing of all or any defect in collateral at public or invalidity private sale, or inadequacy the enforcement of the constitution Bond Agreements, and (after deducting all costs and expenses of every kind for collection, sale, or incorporation or borrowing powers delivery) the application of the Owner or net proceeds of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery any such sale(s) upon any portion of the Indenture, Bonds; (f) settling or compromising with the Issuer or any Security Document, this Debenture of the Corporate Sureties or any other guaranteeperson(s) liable thereon, agreement of any and all of the Bonds or obligationsubordination of the payment of same, or any part(s) thereof, to the payment of any other debts, or claims which may at any time be due or owing to the Bondholders or the Trustee; or (fg) agreeing to any supplement, amendment change in the ownership or modification to the terms management or control of the Indenture, this Debenture, any other Security Document or any other guarantee, agreement or obligationIssuer.

Waiver of Defenses. (a) The obligations of the Owner Pledgor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand Pledgor irrevocably waives any defense Pledgor might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Clause, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of Pledgor's obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture TrusteeLender). This includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or any other Personcompromise with, another person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect failure to perfect perfect, or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security person; (iii) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (iv) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person; (v) any amendment, restatement, or novation (however fundamental) of a Finance Document or any other guaranteedocument, agreement guaranty or obligation or any right against, or any security granted by, the Owner or any other Personsecurity; (cvi) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, guaranty or security, the intent of any government or authority (whether of right or the parties being that Lender's security interest in fact) purporting the Pledged Collateral and Pledgor's obligations under this Agreement are to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of Pledgor's obligations under this Agreement construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fviii) the acceptance or taking of other guaranties or security for the Secured Liabilities, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Secured Liabilities. (b) Pledgor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of any other obligors to Lender, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any obligor's obligations under the Finance Documents or Pledgor's obligations under this Agreement or the enforcement of this Agreement or Lender's security interest in the Pledged Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification claim based on, or in the nature of, any obligation now or later owed to the terms Pledgor by any other obligors, Lender. (c) Pledgor irrevocably and unconditionally authorizes Lender to take any action in respect of the Indenture, this Debenture, Secured Liabilities or any other Security Document collateral or guaranties securing them or any other guaranteeaction that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of Pledgor and irrespective of any change in the financial condition of any obligor.

Waiver of Defenses. (a) The obligations of the Owner each Guarantor under this Debenture and this security shall Guaranty will not be dischargedaffect by, releasedand each Guarantor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Subclause, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture Guaranty, including without limitation and (whether or not known to it or discoverable by the Owner or the Indenture Trustee:any Finance Party); (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or compromise with, an Obligor or any other Personperson; (bii) the taking, variation, extension, compromise, exchange; renewal or release of, or refusal or neglect to perfect perfect, take up or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (iii) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members of status of any Obligor or any other person; (iv) any amendment or variation (however fundamental) or restatement, replacement or novation of a Finance Document or any other guaranteedocument, agreement guaranty or obligation security so that references to that Finance Document in this Guaranty shall include each amendment, variation, restatement, replacement or any right against, or any security granted by, the Owner or any other Personnovation; (cv) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, of any government guaranty or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation security, to the extent intent that such obligation and each Guarantor’s obligations under this security Guaranty shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vi) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall for the purposes of each Guarantor’s obligations under this Guaranty be construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fvii) the acceptance or taking of other guaranties or security for the Guaranteed Obligations, or the settlement, release or substitution of any guaranty or security or of any endorse, guarantor or other obligor in respect of the Guaranteed Obligations. (b) Each Guarantor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, notice of the creation of incurring of new or additional indebtedness of the Obligors to the Finance Parties, notice of acceptance of this Guaranty, and notice of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Obligor’s obligations under the Finance Document or the Guarantor’s obligations under this Guaranty or the enforcement of this Guaranty; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification claim based on, or in the nature of, any obligation now or later owed to the terms Guarantor by the other Obligors or any Finance Party. (c) Each Guarantor irrevocably and unconditionally authorizes the Finance Parties to take any action in respect of the Indenture, this Debenture, Guaranteed Obligations or any other Security Document collateral or guaranties securing them or any other guaranteeaction that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of the Guarantor and irrespective of any change in the financial condition of any Obligor.

Waiver of Defenses. (a) The obligations of the Owner Guarantor under this Debenture and this security shall Guaranty will not be dischargedaffected by, releasedand the Guarantor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Clause, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture Guaranty, including without limitation and (whether or not known to it or discoverable by the Owner or the Indenture Trustee:any Finance Party): (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with or compromise with, the Owner Company or any other Personperson; (bii) the taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or refusal or neglect to perfect perfect, take up or enforce, any rights under against, or security over assets of, the IndentureCompany or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (iii) any disability, this Debentureincapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of the Company or any Security other person; (iv) any amendment or variation (however fundamental) or restatement, replacement or novation of a Finance Document or any other guaranteedocument, agreement guaranty or obligation or any right againstsecurity so that references to that Finance Document in this Guaranty shall include each amendment, or any security granted byvariation, the Owner or any other Personrestatement, replacement and novation; (cv) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, of any government guaranty or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation security, to the extent intent that such obligation and the Guarantor’s obligations under this security Guaranty shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vi) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of the Company under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall for the purposes of the Guarantor’s obligations under this Guaranty be construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fvii) the acceptance or taking of other guaranties or security for the Guaranteed Obligations, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Guaranteed Obligations. (b) The Guarantor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Company to the Finance Parties, notice of acceptance of this Guaranty, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting the Company’s obligations under the Finance Documents or the Guarantor’s obligations under this Guaranty or the enforcement of this Guaranty; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification claim based on, or in the nature of, any obligation now or later owed to the terms Guarantor by the Company or any Finance Party. (c) The Guarantor irrevocably and unconditionally authorizes the Finance Parties to take any action in respect of the Indenture, this Debenture, Guaranteed Obligations or any other Security Document collateral or guaranties securing them or any other guaranteeaction that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of the Guarantor and irrespective of any change in the financial condition of the Company.

Waiver of Defenses. The obligations of the Owner each Guarantor under this Debenture and this security shall Guaranty will not be dischargedaffected by, releasedand each Guarantor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Section 2.5.5, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture Guaranty, including without limitation and (whether or not known to it or discoverable by Lender), including but not limited to the Owner or the Indenture Trusteefollowing: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or compromise with, an Obligor or any other Personperson; (bii) the taking, variation, extension, compromise, exchange; renewal or release of, or refusal or neglect to perfect perfect, take up or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (i) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members of status of any Obligor or any other person; (ii) any amendment or variation (however fundamental) or restatement, replacement or novation of a Loan Document or any other guaranteedocument, agreement guaranty or obligation security so that references to that Loan Document in this Guaranty shall include each amendment, variation, restatement, replacement or any right against, or any security granted by, the Owner or any other Personnovation; (ciii) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Loan Document or any other guaranteedocument, of any government guaranty or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation security, to the extent intent that such obligation and each Guarantor’s obligations under this security Guaranty shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (iv) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Loan Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall for the purposes of each Guarantor’s obligations under this Guaranty be construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fv) the acceptance or taking of other guaranties or security for the Guaranteed Obligations, or the settlement, release or substitution of any supplementguaranty or security or of any endorse, amendment guarantor or modification to the terms other obligor in respect of the Indenture, this Debenture, any other Security Document or any other guarantee, agreement or obligationGuaranteed Obligations.

Waiver of Defenses. The Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment, except to the extent explicitly required pursuant to the terms hereof. The Guarantor waives notice of any default under this Agreement, the Notes or the other Obligations, except to the extent explicitly required pursuant to the terms hereof. The obligation of the Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Agreement, the Notes, the Security Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes or any other agreement; (d) the acceptance of any security or Guarantee by any holder of a Note for the Obligations or any of them; (e) the release of any security or Guarantee held by any holder of a Note for the Obligations or any of them; (f) the release of the Company or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Company or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, the Security Agreement or any other agreement or the disaffirmance of this Agreement, the Notes, the Security Agreement any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, the Security Agreement or any other agreement; (j) the impossibility or illegality of performance on the part of the Company or any other Person of its obligations under the Notes, this Agreement, the Security Agreement or any other instrument or agreement; (k) in respect of the Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Company or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Company. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 6.2 that the obligations of the Owner under this Debenture Guarantor shall be absolute, unconditional and this security irrevocable to the extent herein specified and shall not be discharged, released, prejudiced impaired or otherwise affected by any act, omission or circumstance which but for this provision might so operate or otherwise release or discharge the Owner from the Obligations, or the security created under this Debenture including without limitation and whether or not known to or discoverable varied except by the Owner or the Indenture Trustee: (a) any time, indulgence, waiver, consent or other relief granted to or composition with the Owner or any other Person; (b) the taking, variation, extension, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any rights under the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or any security granted by, the Owner or any other Person; (c) any irregularity, invalidity or unenforceability of any obligation payment of the Owner under the Indenture, any Security Document, this Debenture or any other guarantee, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation Obligations and then only to the extent that of such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligation; or (f) any supplement, amendment or modification to the terms of the Indenture, this Debenture, any other Security Document or any other guarantee, agreement or obligationpayment.

Waiver of Defenses. (a) The obligations of the Owner each Grantor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand each Grantor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Section 4.2(a) (Waiver of Defenses), would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany First Lien Secured Party). Such waiver includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or compromise with, any Grantor or any other Person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect to perfect perfect, take-up or enforce, any rights under the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or security over assets of, any security granted by, the Owner other Grantor or any other Person; (ciii) any irregularity, invalidity non-presentation or unenforceability non-observance of any obligation formality or other requirement in respect of the Owner under the Indenture, any Security Document, this Debenture instrument or any other guarantee, failure to realize the full value of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or ordersecurity; (div) any legal limitation, disability, incapacity or other circumstance relating to lack of powers, authority or legal personality of or dissolution or change in the Owner, members or status of any guarantor Grantor or any other Person; (ev) any defect in or invalidity or inadequacy amendment, variation (however fundamental), restatement, replacement and novation of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture Basic Document or any other guaranteedocument so that references to that document in this Agreement will include each amendment, agreement variation, restatement, replacement and novation; (vi) any unenforceability, illegality or obligationinvalidity of any First Lien Obligation of any Person under any Basic Document or any other document, the intent of the parties being that the ABL Loan Collateral Agent’s Lien in the Collateral and each Grantor’s obligations under this Agreement are to remain in full force and be construed accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any other Grantor under any Basic Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of the Grantor’s obligations under this Agreement construed as if there were no such circumstance; or (fviii) the acceptance or taking of other guaranties or security for the First Lien Obligations, or the settlement, release or substitution of any guarantee or security or of any endorser, guarantor or other obligor in respect of the First Lien Obligations. (b) Each Grantor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional Indebtedness of the Grantors to the ABL Loan Collateral Agent or the other First Lien Secured Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Grantor’s Obligations or the enforcement of this Agreement or the ABL Loan Collateral Agent’s Lien in the Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification to claim based on, or in the terms of the Indenture, this Debenturenature of, any other Security Document obligation now or later owed to such Grantor by another Grantor, the ABL Loan Collateral Agent or any other guaranteeFirst Lien Secured Party. (c) Each Grantor irrevocably and unconditionally authorizes the ABL Loan Collateral Agent and the other First Lien Secured Parties to take any action in respect of the First Lien Obligations or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of such Grantor and irrespective of any change in the financial condition of any Grantor.

Waiver of Defenses. The liability of the Guarantor under this Guaranty shall be irrevocable, unconditional and absolute, and without limiting the generality of the foregoing, the obligations of the Owner under this Debenture and this security Guarantor shall not be released, discharged, released, prejudiced limited or otherwise affected by, and the Guarantor hereby waives as against each holder of the Notes to the fullest extent permitted by any act, omission or circumstance which but for this provision might so operate or otherwise release or discharge the Owner from the Obligations, or the security created under this Debenture including without limitation and whether or not known to or discoverable by the Owner or the Indenture Trustee\applicable law\Applicable Law: (a) any timedefense relating to any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, consent subordination or other relief granted to release in respect of any Obligation or composition with the Owner or any other Personotherwise; (b) any modification or amendment of or supplement to the takingObligations, variation, extension, compromise, renewal including any increase or release of, or refusal or neglect to perfect or enforce, any rights under decrease in the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or any security granted byprincipal, the Owner rates of interest or any other Personamounts payable in respect thereof; (c) any irregularitydefense based upon any incapacity, invalidity disability or unenforceability lack or limitation of any obligation status or power of the Owner under Company or of the Indenturedirectors, any Security Documentofficers, this Debenture employees, partners or any other guaranteeagents thereof, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to that the extent that such obligation and this security shall remain in full force and this Debenture shall Company may not be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or ordera legal entity; (d) any legal limitationirregularity, disability, incapacity defect or other circumstance relating to informality in respect of the Owner, any guarantor or any other PersonObligations; (e) any defect change in the existence, structure, constitution, name, control or invalidity or inadequacy ownership of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture Company or any other guaranteePerson, agreement or obligation; orany insolvency, bankruptcy, amalgamation, merger, reorganization or other similar proceeding affecting the Company or any other Person or the assets of the Company or of such other Person; (f) the existence of any supplementclaim, amendment set-off or modification to other rights which the terms Guarantor may have at any time against the Company, any of the Indentureholders of the Notes, this Debenture, any other Security Document or any other guaranteePerson, whether in connection with the Obligations or any unrelated transactions; (g) any release or any invalidity, illegality or unenforceability relating to or against the Company or any other Person, whether relating to any instrument evidencing the Obligations or any other agreement or obligation.instrument relating thereto or any part thereof or any provision of Applicable Law purporting to prohibit the payment by the Company or any other Person of any of the Obligations; \(h) any limitation, postponement, prohibition, subordination or other restriction on the rights of the holders of the Notes or any of them to payment of the Obligations or any steps in respect thereof;\ (i) any sale, release, substitution, exchange or addition of any security or any co-signer, endorser, other guarantor or any other Person in respect of the Obligations;\

Waiver of Defenses. The obligations of the Owner under this Debenture and this security Guarantor hereunder shall not be discharged, released, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision provision, might so operate to release or otherwise release exonerate the Guarantor from its obligations hereunder in whole or discharge the Owner from the Obligationsin part, or the security created under this Debenture including without limitation limitation, and whether or not known to the Guarantor, the Administrative Agent, the Collateral Agent or discoverable by the Owner or the Indenture Trusteeany Bank: (a) any time, indulgence, waiver, consent indulgence or other relief waiver granted to the Borrower, the Guarantor or composition with any other Person, or any failure to enforce any rights, remedies or securities against the Owner Borrower, the Guarantor or any other Person; (b) the any taking, variation, extensionrenewal, exchange, compromise, renewal or release ofrelease, or refusal or neglect to perfect or enforcetake up, or failure to realize the full value of any rights under collateral for any or all of the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right againstObligations, or any security granted by, the Owner non-presentment or non-observance of any formality or other Personrequirement in respect of any instrument; (c) any irregularity, invalidity or unenforceability of any obligation of the Owner under the Indenture, any Security Document, this Debenture or any other guarantee, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other similar circumstance relating to the OwnerBorrower, any guarantor the Guarantor or any other Person, including, without limitation, the inability to secure any governmental approval necessary for the construction, ownership or operation of the Expansion Project; (d) any unenforceability, invalidity or frustration of any obligation of the Borrower, the Guarantor or any other Person under any Operative Documents or any other document or security, so that the Guarantor's obligations hereunder shall remain in full force, and this Guarantee shall be construed accordingly, as if there were no such unenforceability, invalidity or frustration; (e) any defect in amendment, modification, supplement, extension, or invalidity or inadequacy renewal of the constitution Credit Agreement or incorporation or borrowing powers any of the Owner or of its board of directors, executive committee Obligations or other equivalent Operative Documents or analogous body or in the authorization, execution or delivery any of the IndentureObligations arising thereunder, any Security Documentincluding without limitation, this Debenture modifications, extensions or any other guarantee, agreement renewals of payment dates or obligation; orsubordination of security; (f) any supplementother circumstance, amendment condition or modification event that might constitute or give rise to a defense to performance and/or payment by the Guarantor of its obligations under this Guarantee (other than performance and/or payment of the obligations in question by the Borrower or the Guarantor); and (g) any notice (including notice of the acceptance of this Guarantee), promptness, diligence, presentment, protest and demand with respect to any of the Obligations, and all other demands whatsoever, and, to the extent the Guarantor may legally do so, the benefit of all provisions of Legal Requirements which are or might be in conflict with the terms of the Indenture, this Debenture, any other Security Document or any other guarantee, agreement or obligationGuarantee.

Waiver of Defenses. The liability of the Guarantors under this Guarantee shall be irrevocable, unconditional and absolute, and without limiting the generality of the foregoing, the obligations of the Owner under this Debenture and this security Guarantors shall not be released, discharged, released, prejudiced limited or otherwise affected by, and each Guarantor hereby waives as against each of the Beneficiaries to the fullest extent permitted by any act, omission or circumstance which but for this provision might so operate or otherwise release or discharge the Owner from the Obligations, or the security created under this Debenture including without limitation and whether or not known to or discoverable by the Owner or the Indenture Trusteeapplicable law: (a) any timedefence relating to any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, consent subordination or other relief granted to release in respect of any Obligation or composition with the Owner or any other Personotherwise; (b) any modification or amendment of or supplement to the takingObligations, variation, extension, compromise, renewal including any increase or release of, or refusal or neglect to perfect or enforce, any rights under decrease in the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or any security granted byprincipal, the Owner rates of interest or any other Personamounts payable in respect thereof; (c) any irregularitydefence based upon any incapacity, invalidity disability or unenforceability lack or limitation of any obligation status or power of the Owner under Borrower or of the Indenturedirectors, any Security Documentofficers, this Debenture employees, partners or any other guaranteeagents thereof, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to that the extent that such obligation and this security shall remain in full force and this Debenture shall Borrower may not be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or ordera legal entity; (d) any legal limitationirregularity, disability, incapacity defect or other circumstance relating to informality in the Owner, any guarantor borrowing or any other Personobtaining of moneys or credits in respect of the Obligations; (e) any defect change in the existence, structure, constitution, name, control or invalidity or inadequacy ownership of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture Borrower or any other guaranteeperson, or any insolvency, bankruptcy, amalgamation, merger, reorganization or other similar proceeding affecting the Borrower or any other person or the assets of the Borrower or of such other person; (f) the existence of any claim, set-off or other rights which any Guarantor may have at any time against the Borrower, any of the Beneficiaries, or any other person, whether in connection with the Obligations or any unrelated transactions; (g) any release or non-perfection or any invalidity, illegality or unenforceability relating to or against the Borrower or any other person, whether relating to any instrument evidencing the Obligations or any other agreement or obligationinstrument relating thereto or any part thereof or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other person of any of the Obligations; (h) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Beneficiaries or any of them to payment of the Obligations or to take any steps in respect thereof; (i) any release, substitution or addition of any co-signer, endorser, other guarantor or any other person in respect of the Obligations; (j) any defence arising by reason of any failure of any Beneficiary to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of (i) acceptance of this Guarantee, (ii) partial payment or non-payment of all or any part of the Obligations and (iii) the existence, creation, or incurring of new or additional Obligations; (k) any defence arising by reason of any failure of any Beneficiary to proceed against the Borrower or any other person, to proceed against, apply or exhaust any security held from the Borrower, any Guarantor or any other person for the Obligations, or to proceed against or to pursue any other remedy in the power of any Beneficiary whatsoever; (l) the benefit of any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor's obligation in proportion to the principal obligations; (m) any defence arising by reason of any incapacity, lack of authority or other defence of the Borrower, any Guarantor or any other person, or by reason of the cessation from any cause whatsoever of the liability of the Borrower, any Guarantor or any other person with respect to all or any part of the Obligations (other than the actual satisfaction thereof), or by reason of any act or omission of any Beneficiary or others which directly or indirectly results in the discharge or release of the Borrower, any Guarantor or all or any part of the Obligations or any security, or guarantee therefor, whether by operation of law or otherwise; (n) any defence arising by reason of any failure by any Beneficiary to obtain, perfect or maintain a perfected (or any) security interest in or lien or encumbrance upon any property of the Borrower, any Guarantor or any other person or by reason of any interest of any Beneficiary in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by any Beneficiary of any right to recourse or collateral; (o) any defence arising by reason of the failure of any Beneficiary to marshal any assets; (p) any defence based upon any failure of any Beneficiary to give to the Borrower or any Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of any Beneficiary to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by any Beneficiary to dispose of any such property in a commercially reasonable manner; (q) any dealing whatsoever with the Borrower, any Guarantor or any other person or any security, whether negligently or not, or any failure to do so; (r) any defence based upon or arising out of any winding up, receivership, bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any Guarantor, or any other person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; (s) any reorganization, moratorium, arrangement or compromise of any or all of the obligations of the Borrower or any Guarantor including, without limitation, the Obligations or any transaction including, without limitation, any consolidation, arrangement, transfer, sale, lease or other disposition, whereby all or any part of the undertaking, property and assets of the Borrower or any Guarantor become the property of any other person or persons; (t) any extinguishment of all or any of the Obligations for any reason whatsoever (other than the actual satisfaction thereof); or (fu) any supplementother circumstance which might otherwise constitute a defence available to, amendment or modification to the terms a discharge of the Indenture, this DebentureGuarantors (or any of them), any other Security Document act or omission to act or delay of any kind by the Borrower, any Beneficiary, any Guarantor or any other guaranteeperson or any other circumstance whatsoever, agreement whether similar or obligationdissimilar to the foregoing, which might, but for the provisions of this Section 3, constitute a legal or equitable discharge, limitation or reduction of the obligations of any Guarantor hereunder (other than the payment or satisfaction in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers shall be effective) even if the effect is to destroy or diminish any Guarantor's subrogation rights, any Guarantor's right to proceed against the Borrower for reimbursement, any Guarantor's right to recover contribution from any other Guarantor or any other right or remedy; provided, however, nothing in this Section 3 shall relieve the Beneficiaries from any obligation in law or equity to act in good faith.

Waiver of Defenses. The liability of Petro-Canada under this Indemnity shall be irrevocable, unconditional and absolute, and, without limiting the generality of the foregoing, the obligations of the Owner under this Debenture and this security Petro-Canada shall not be released, discharged, released, prejudiced limited or otherwise affected by, and Petro-Canada hereby waives as against the Agent and the Lenders to the fullest extent permitted by applicable law, any act, omission or circumstance which but for this provision might so operate or otherwise release or discharge defence to the Owner from the Obligations, or the security created performance of its obligations under this Debenture including without limitation and whether or not known to or discoverable by the Owner or the Indenture TrusteeIndemnity relating to: (a) any timeextension, other indulgence, renewal, settlement, discharge, compromise, waiver, consent subordination or other relief granted to release in respect of any Obligation or composition with the Owner or any other Personotherwise; (b) any increase or decrease in the taking, variation, extension, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any rights Borrowings available under the Indenture, this Debenture, Credit Agreement pursuant to any Security Document provision thereof or any other guaranteemodification or amendment of or supplement to the Obligations, agreement including any increase or obligation or any right against, or any security granted bydecrease in the principal, the Owner rates of interest or any other Personamounts payable in respect thereof; (c) any defence based upon any incapacity, disability or lack or limitation of status or power of the Borrower or Petro-Canada or of the directors, officers, employees, partners or agents thereof, or that the Borrower or Petro-Canada may not be a legal entity, or any irregularity, invalidity defect or unenforceability informality in the borrowing or obtaining of any obligation moneys or credits in respect of the Owner under the Indenture, any Security Document, this Debenture or any other guarantee, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or orderObligations; (d) any legal limitationchange in the existence, disabilitystructure, incapacity constitution, name, control or ownership of the Borrower or Petro-Canada or other circumstance relating to the Ownerperson, any guarantor or any insolvency, bankruptcy, amalgamation, merger, reorganization or other Personsimilar proceeding affecting the Borrower or Petro-Canada or other person or the assets of the Borrower or Petro-Canada or of such other person; (e) the existence of any defect in claim, set off or invalidity or inadequacy other rights which Petro-Canada may have at any time against the Borrower, any of the constitution or incorporation or borrowing powers of Lenders, the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture Agent or any other guaranteeperson, agreement whether in connection with the Obligations or obligation; orany unrelated transactions; (f) any supplementrelease or non perfection or any invalidity, amendment illegality or modification unenforceability relating to or against the terms Borrower, Petro-Canada or any other person, whether relating to any instrument evidencing the Obligations or any other agreement or instrument relating thereto or any part thereof or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, Petro-Canada or any other person of any of the IndentureObligations; (g) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Agent or any of the Lenders to payment of the Obligations or to take any steps in respect thereof; (h) any release, substitution or addition of any co signer, endorser, other guarantor or any other person in respect of the Obligations; (i) any defence arising by reason of any failure of the Agent or any of the Lenders to make any presentment, demand for performance, notice of non performance, protest, and any other notice, including notice of acceptance of this DebentureIndemnity, partial payment or non payment of all or any part of the Obligations, and the existence, creation, or incurring of new or additional Obligations; (j) any defence arising by reason of any failure of the Agent or the Lenders to proceed against the Borrower or any other person, to proceed against, apply or exhaust any security held from the Borrower, Petro-Canada or any other person for the Obligations, or to proceed against or to pursue any other remedy in the power of the Agent or any Lender whatsoever; (k) any defence arising by reason of any incapacity, lack of authority, or similar defence of the Borrower, Petro-Canada or any other person, or by reason of the cessation from any cause whatsoever (other than actual payment in full) of the liability of the Borrower, Petro-Canada or any other person with respect to all or any part of the Obligations, or by reason of any act or omission of the Agent or any Lender or others which directly or indirectly results in the discharge or release of the Borrower, Petro-Canada or all or any part of the Obligations or any security, or guarantee therefor, whether by operation of law or otherwise; (l) any defence arising by reason of any failure by the Agent or any Lender to obtain, perfect or maintain a perfected (or any) security interest in or lien or encumbrance upon any property of the Borrower, Petro-Canada or any other person or by reason of any interest of the Agent or any Lender in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Agent or any Lender of any right to recourse or collateral; (m) any defence arising by reason of the failure of the Agent or any Lender to xxxxxxxx any assets; (n) any dealing whatsoever with the Borrower, Petro-Canada or other person or any security, whether negligently or not, or any failure to do so; (o) any defence based upon or arising out of any winding up, receivership, bankruptcy, insolvency, reorganization, moratorium, arrangement. readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, Petro-Canada, or any other person, including any discharge of, or bar against collecting, any of the Obligations, in or as a result of any such proceeding; (p) any reorganization, moratorium, arrangement or compromise of any or all of the obligations of the Borrower or Petro-Canada including, without limitation, the Obligations or any transaction including, without limitation, any consolidation, arrangement, transfer, sale, lease or other disposition, whereby all or any part of the undertaking, property and assets of the Borrower or Petro-Canada become the property of any other person or persons; (q) any extinguishment of all or any of the Obligations for any reason whatsoever (other than the actual satisfaction thereof); or (r) any other circumstances which might otherwise constitute a defence available to, or a discharge of Petro-Canada, any other Security Document act or omission to act or delay of any kind by the Borrower, the Agent or any Lender, Petro-Canada or any other guaranteeperson or any other circumstance whatsoever, agreement whether similar or obligationdissimilar to the foregoing, which might, but for the provisions of this Section 13.3, constitute a legal or equitable discharge, limitation or reduction of the obligations of Petro-Canada hereunder (other than the payment or satisfaction in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers shall be effective) even if the effect is to destroy or diminish Petro-Canada's subrogation rights, Petro-Canada's right to proceed against the Borrower for reimbursement, Petro-Canada's right to recover contribution from any other guarantor or any other right or remedy.

Waiver of Defenses. (a) The obligations of the Owner Pledgor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand the Pledgor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Subclause, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany Finance Party). This includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or any other Personcompromise with, another person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect failure to perfect perfect, or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security person; (iii) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (iv) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person; (v) any amendment, restatement, or novation (however fundamental) of a Finance Document or any other guaranteedocument, agreement guaranty or obligation or any right against, or any security granted by, the Owner or any other Personsecurity; (cvi) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, guaranty or security, the intent of any government or authority (whether of right or the parties being that the Security Agent’s security interest in fact) purporting the Pledged Collateral and the Pledgor’s obligations under this Agreement are to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of the Pledgor’s obligations under this Agreement construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fviii) the acceptance or taking of other guaranties or security for the Secured Liabilities, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Secured Liabilities. (b) The Pledgor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Obligors to the Security Agent or the other Finance Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Obligor’s obligations under the Finance Documents or the Pledgor’s obligations under this Agreement or the enforcement of this Agreement or the Security Agent’s security interest in the Pledged Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification claim based on, or in the nature of, any obligation now or later owed to the terms of Pledgor by the IndentureObligors, this Debenture, any other the Security Document Agent or any other guaranteeFinance Party. (c) The Pledgor irrevocably and unconditionally authorizes the Security Agent and the other Finance Parties to take any action in respect of the Secured Liabilities or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of the Pledgor and irrespective of any change in the financial condition of any Obligor.

Waiver of Defenses. (a) The obligations of the Owner each Grantor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand each Grantor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Section 4.2(a) (Waiver of Defenses), would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany Second Lien Secured Party). Such waiver includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or compromise with, any Grantor or any other Person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect to perfect perfect, take-up or enforce, any rights under the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or security over assets of, any security granted by, the Owner other Grantor or any other Person; (ciii) any irregularity, invalidity non-presentation or unenforceability non-observance of any obligation formality or other requirement in respect of the Owner under the Indenture, any Security Document, this Debenture instrument or any other guarantee, failure to realize the full value of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or ordersecurity; (div) any legal limitation, disability, incapacity or other circumstance relating to lack of powers, authority or legal personality of or dissolution or change in the Owner, members or status of any guarantor Grantor or any other Person; (ev) any defect in or invalidity or inadequacy amendment, variation (however fundamental), restatement, replacement and novation of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture Basic Document or any other guaranteedocument so that references to that document in this Agreement will include each amendment, agreement variation, restatement, replacement and novation; (vi) any unenforceability, illegality or obligationinvalidity of any Second Lien Obligation of any Person under any Basic Document or any other document, the intent of the parties being that the ABL Loan Collateral Agent’s Lien in the Collateral and each Grantor’s obligations under this Agreement are to remain in full force and be construed accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any other Grantor under any Basic Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of the Grantor’s obligations under this Agreement construed as if there were no such circumstance; or (fviii) the acceptance or taking of other guaranties or security for the Second Lien Obligations, or the settlement, release or substitution of any guarantee or security or of any endorser, guarantor or other obligor in respect of the Second Lien Obligations. (b) Each Grantor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional Indebtedness of the Grantors to the ABL Loan Collateral Agent or the other Second Lien Secured Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Grantor’s Obligations or the enforcement of this Agreement or the ABL Loan Collateral Agent’s Lien in the Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification to claim based on, or in the terms of the Indenture, this Debenturenature of, any other Security Document obligation now or later owed to such Grantor by another Grantor, the ABL Loan Collateral Agent or any other guaranteeSecond Lien Secured Party. (c) Each Grantor irrevocably and unconditionally authorizes the ABL Loan Collateral Agent and the other Second Lien Secured Parties to take any action in respect of the Second Lien Obligations or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of such Grantor and irrespective of any change in the financial condition of any Grantor.

Waiver of Defenses. The obligations of the Owner under this Debenture and this security Guarantor hereunder shall not be discharged, released, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing that, but for this provision provision, might so operate to release or otherwise release exonerate the Guarantor from its obligations hereunder in whole or discharge the Owner from the Obligationsin part, or the security created under this Debenture including including, without limitation limitation, and whether or not known to or discoverable by the Owner Guarantor or the Indenture TrusteeBeneficiary: (a) any time, indulgence, waiver, consent assignment or other relief granted to or composition with transfer by the Owner Purchaser of the Purchase Agreement or any other Personrights of the Purchaser thereunder; (b) any time, indulgence or waiver granted to the takingBeneficiary, variation, extension, compromise, renewal or release of, or refusal or neglect to perfect or enforce, any rights under the Indenture, this Debenture, any Security Document Guarantor or any other guarantee, agreement or obligation or any right againstperson, or any failure to enforce any rights, remedies or security granted byagainst the Beneficiary, the Owner Guarantor or any other Personperson; (c) any irregularityamendment, invalidity modification, supplement, extension, or unenforceability of any obligation renewal of the Owner under the Indenture, any Security Document, this Debenture Purchase Agreement or any other guaranteeof the Guaranteed Obligations arising thereunder, including, without limitation, amendments, modifications, supplements, extensions or renewals of any government payment or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or orderperformance dates; (d) the failure, omission, delay or lack on the part of the Beneficiary to enforce, ascertain or exercise any right, power or remedy under or pursuant to the terms of the Purchase Agreement or this Guarantee; (e) any notice or failure to give notice (including, without limitation, notice of the acceptance of this Guarantee), but not including any notice required under the terms and conditions of the Purchase Agreement to be given to the Purchaser, any requirement of promptness, diligence, presentment, protest and demand with respect to any of the Guaranteed Obligations, or to make or give all other demands whatsoever, and, to the extent the Guarantor may legally waive them, the benefit of any and all provisions of applicable Laws which are or might be in conflict with the terms of this Guarantee; (f) the existence or continuance of the Purchaser or the Guarantor as a legal entity; the consolidation or merger of the Purchaser or the Guarantor with or into any other corporation or other person; or the sale, lease or other disposition by the Purchaser or the Guarantor of all or substantially all of its assets to any other business entity; (g) the bankruptcy or insolvency of the Purchaser or the Guarantor, the admission in writing by the Purchaser or the Guarantor of its inability to pay its debts as they mature, or the making by the Purchaser or the Guarantor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors; (h) any legal limitation, disability, incapacity or other similar circumstance relating to the Owner, any guarantor Purchaser or any other Personthe Guarantor; (ei) the invalidity, nonbinding effect or unenforceability of (i) the Guaranteed Obligations or (ii) the Purchase Agreement; (j) any defect defense based upon any statute or rule of law which provides that the obligation of a guarantor or surety must be neither larger in or invalidity or inadequacy amount nor in other respects more burdensome than that of the constitution principal; (k) the disposition by Guarantor at any time in the future of all or incorporation part of its direct or borrowing powers indirect interest in the Purchaser; (l) the taking, variation, renewal, addition, substitution, subordination, or partial or entire release of any security for the Guaranteed Obligations or the enforcement or neglect to perfect or enforce any such security; and (m) any other circumstance, condition or event, including any circumstance, condition or event affecting the Beneficiary, that might constitute or give rise to a defense to performance and/or payment by the Guarantor of its obligations under this Guarantee (other than performance and/or payment of the Owner obligations in question by the Purchaser or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligation; or (f) any supplement, amendment or modification to the terms of the Indenture, this Debenture, any other Security Document or any other guarantee, agreement or obligationGuarantor).

Waiver of Defenses. The (a) Subject to the DIP Order, the obligations of the Owner each Pledgor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand each Pledgor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Clause, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany Finance Party). This includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or any other Personcompromise with, another person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect failure to perfect or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security person; (iii) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (iv) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person; (v) any amendment, restatement, or novation (however fundamental) of a Finance Document or any other guaranteedocument, agreement guaranty or obligation or any right against, or any security granted by, the Owner or any other Personsecurity; (cvi) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, guaranty or security, the intent of any government or authority (whether of right or the parties being that the Security Trustee’s security interest in fact) purporting the Pledged Collateral and each Pledgor’s obligations under this Agreement are to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of each Pledgor’s obligations under this Agreement construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fviii) the acceptance or taking of other guaranties or security for the Secured Liabilities, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Secured Liabilities. (b) Each Pledgor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Obligors to the Security Trustee or the other Finance Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Obligor’s obligations under the Finance Documents or such Pledgor’s obligations under this Agreement or the enforcement of this Agreement or the Security Trustee’s security interest in the Pledged Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification to claim based on, or in the terms of the Indenture, this Debenturenature of, any other obligation now or later owed to a Pledgor by the Obligors, the Security Document Trustee or any other guaranteeFinance Party. (c) Each Pledgor irrevocably and unconditionally authorizes the Security Trustee and the other Finance Parties to take any action in respect of the Secured Liabilities or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of such Pledgor and irrespective of any change in the financial condition of any Obligor.

Waiver of Defenses. The Guarantor waives in favor of Beneficiary any and all of its rights, protection, privileges and defenses provided by applicable law to a guarantor, including the provisions in Article 1430, 1831, 1837, 1843, 1847 through 1850 of the Indonesian Civil Code. In addition, the obligations of the Owner Guarantor under this Debenture and this security shall Guarantee will not be discharged, released, prejudiced or otherwise affected by any an act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Guarantee, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including Guarantee (without limitation and whether or not known to it or discoverable by the Owner or the Indenture TrusteeBeneficiary) including: (a) any time, indulgencewaiver or consent granted to, waiver, consent or other relief granted to or composition or arrangement with the Owner Obligor or any other Person; (b) the taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or refusal or neglect to perfect perfect, execute, take up or enforce, any rights under the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or any security granted by, the Owner over assets of Obligor or other Person or any non-presentation or non-observance of any formality or other Personrequirement in respect of any instrument or any failure to realize the full value of any security; (c) any irregularityincapacity or lack of power, invalidity authority or unenforceability legal personality of any obligation or dissolution or change in the name, authorized activities, legal existence, structure or personnel of the Owner under the Indenture, any Security Document, this Debenture Obligor or any other guarantee, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or orderPerson; (d) any legal limitation, disability, incapacity entry into or other circumstance relating to the Owner, any guarantor amendment or modification (however fundamental) or replacement of another Transaction Document or any other Persondocument; (e) any defect in unenforceability, illegality or invalidity or inadequacy of the constitution or incorporation or borrowing powers any obligation of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture Person under any Transaction Document or any other guarantee, agreement or obligation; ordocument; (f) any supplement, amendment insolvency or modification to the terms of the Indenture, similar proceedings; (g) this Debenture, any other Security Document Guarantee or any other guaranteeTransaction Document not being executed, agreement effective, or obligationbinding against Obligor or any other party thereto; and (h) any other act or omission to act or delay of any kind by Obligor or any other Person, or any other circumstance whatsoever that might, but for the provisions hereof, constitute a legal or equitable discharge or defense to Guarantor's obligations hereunder.

Waiver of Defenses. (a) The obligations of the Owner each Grantor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand each Grantor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Section 4.2(a) (Waiver of Defenses), would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany First Lien Secured Party). Such waiver includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or compromise with, any Grantor or any other Person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect to perfect perfect, take-up or enforce, any rights under the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or security over assets of, any security granted by, the Owner other Grantor or any other Person; (ciii) any irregularity, invalidity non-presentation or unenforceability non-observance of any obligation formality or other requirement in respect of the Owner under the Indenture, any Security Document, this Debenture instrument or any other guarantee, failure to realize the full value of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or ordersecurity; (div) any legal limitation, disability, incapacity or other circumstance relating to lack of powers, authority or legal personality of or dissolution or change in the Owner, members or status of any guarantor Grantor or any other Person; (ev) any defect in or invalidity or inadequacy amendment, variation (however fundamental), restatement, replacement and novation of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture Basic Document or any other guaranteedocument so that references to that document in this Agreement will include each amendment, agreement variation, restatement, replacement and novation; (vi) any unenforceability, illegality or obligationinvalidity of any First Lien Obligation of any Person under any Basic Document or any other document, the intent of the parties being that the Inventory Collateral Agent’s Lien in the Collateral and each Grantor’s obligations under this Agreement are to remain in full force and be construed accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any other Grantor under any Basic Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of the Grantor’s obligations under this Agreement construed as if there were no such circumstance; or (fviii) the acceptance or taking of other guaranties or security for the First Lien Obligations, or the settlement, release or substitution of any guarantee or security or of any endorser, guarantor or other obligor in respect of the First Lien Obligations. (b) Each Grantor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional Indebtedness of the Grantors to the Inventory Collateral Agent or the other First Lien Secured Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Grantor’s Obligations or the enforcement of this Agreement or the Inventory Collateral Agent’s Lien in the Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification to claim based on, or in the terms of the Indenture, this Debenturenature of, any other Security Document obligation now or later owed to such Grantor by another Grantor, the Inventory Collateral Agent or any other guaranteeFirst Lien Secured Party. (c) Each Grantor irrevocably and unconditionally authorizes the Inventory Collateral Agent and the other First Lien Secured Parties to take any action in respect of the First Lien Obligations or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of such Grantor and irrespective of any change in the financial condition of any Grantor.

Waiver of Defenses. (a) The obligations of the Owner each Pledgor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand each Pledgor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Subclause, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany Finance Party). This includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or any other Personcompromise with, another person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect failure to perfect perfect, or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security person; (iii) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (iv) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person; (v) any amendment, restatement, or novation (however fundamental) of a Finance Document or any other guaranteedocument, agreement guaranty or obligation or any right against, or any security granted by, the Owner or any other Personsecurity; (cvi) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, guaranty or security, the intent of any government or authority (whether of right or the parties being that the Security Agent’s security interest in fact) purporting the Pledged Collateral and each Pledgor’s obligations under this Agreement are to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of any Pledgor’s obligations under this Agreement construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fviii) the acceptance or taking of other guaranties or security for the Secured Liabilities, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Secured Liabilities. (b) Each Pledgor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Obligors to the Security Agent or the other Finance Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Obligor’s obligations under the Finance Documents or such Pledgor’s obligations under this Agreement or the enforcement of this Agreement or the Security Agent’s security interest in the Pledged Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification to claim based on, or in the terms of the Indenture, this Debenturenature of, any other obligation now or later owed to any Pledgor by the Obligors, the Security Document Agent or any other guaranteeFinance Party. (c) Each Pledgor irrevocably and unconditionally authorizes the Security Agent and the other Finance Parties to take any action in respect of the Secured Liabilities or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of such Pledgor and irrespective of any change in the financial condition of any Obligor.

Waiver of Defenses. The Subject to and without limiting the foregoing, the covenants and agreements of each Guarantor set forth herein shall be primary obligations of the Owner under this Debenture each Guarantor, and this security such obligations shall be absolute and unconditional, shall not be dischargedsubject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or defense (other than a defense of payment for performance, including as a result of compliance by each Guarantor with its obligations hereunder) based upon any claim any Guarantor, any other Borrower Entity, or any other Person may have against any other Borrower Entity, any Secured Party, or any other Person, and shall remain in full force and effect without regard to, and shall not be released, prejudiced discharged or otherwise in any way affected by by, any act, omission circumstance or circumstance which but for this provision might so operate or otherwise release or discharge the Owner from the Obligations, or the security created under this Debenture including without limitation and condition whatsoever (whether or not known to any Guarantor or discoverable by the Owner any Secured Party shall have any knowledge or the Indenture Trusteenotice thereof), including, without limitation: (a) any timefailure, indulgenceforbearance, waiver, consent omission or other relief granted delay on the part of any Borrower Entity or any Secured Party to conform to or composition comply with any term of the Owner Financing Documents or any other Personinstrument or agreement, or except as required pursuant to this Agreement, any failure to give notice to such Guarantor of the occurrence of a Default or Event of Default by Borrower under the Loan Agreement or any other Financing Document; (b) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, rehabilitation, assignment for the takingbenefit of creditors, variationcomposition, extensionreceivership, compromiseconservatorship, renewal custodianship, liquidation, marshaling of assets and liabilities or release of, or refusal or neglect similar proceedings with respect to perfect or enforce, any rights under the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or any security granted by, the Owner Borrower Entity or any other Person, or any of their respective properties or creditors, or any action taken by any trustee or receiver, or by any court in any such proceeding; (c) any irregularity, invalidity limitation on the liability or unenforceability obligations of any obligation of the Owner Borrower Entity under the IndentureLoan Agreement, any Security Document, this Debenture other Financing Document or any other guaranteeinstrument or agreement, of or any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such discharge, termination, cancellation, frustration, irregularity, unenforceability, invalidity, law or orderunenforceability, in whole or in part, of this Agreement, any other Financing Document or any other instrument or agreement; (d) any legal limitationmerger, disabilityconsolidation, incapacity or amalgamation of any Borrower Entity into or with any other circumstance relating Person, or any sale, lease or transfer of any of the assets of any Borrower Entity to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or change in the authorizationownership (including, execution without limitation, ownership of any Equity Interests) of any Borrower Entity or delivery any change in the relationship between or among any Borrower Entity, or any termination of any such relationship; (f) to the Indentureextent permitted by Applicable Law, any Security release or discharge, by operation of law or otherwise, of any Borrower Entity from the performance or observance of any obligation, covenant or agreement contained in this Agreement, the Loan Agreement, any other Financing Document, this Debenture or any other guarantee, agreement instrument or obligationagreement; or (fg) any supplementother occurrence, amendment circumstance, happening or modification event whatsoever, whether similar or dissimilar to the terms foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, or release or discharge of the Indentureliabilities of any Guarantor, this Debenture, or which might otherwise limit recourse against any other Security Document or any other guarantee, agreement or obligationGuarantor.

Waiver of Defenses. The (a) Subject to the DIP Order, the obligations of the Owner each Security Provider under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand each Security Provider irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Clause, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany Finance Party). This includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or any other Personcompromise with, another person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect failure to perfect or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security person; (iii) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (iv) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of any person; (v) any amendment, restatement or novation (however fundamental) of a Finance Document or any other guaranteedocument, agreement guaranty or obligation or any right against, or any security granted by, the Owner or any other Personsecurity; (cvi) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, guaranty or security, the intent of any government or authority (whether of right or the parties being that the Security Trustee’s security interest in fact) purporting the Collateral and each Security Provider’s obligations under this Agreement are to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of each Security Provider’s obligations under this Agreement construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fviii) the acceptance or taking of other guaranties or security for the Secured Liabilities, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Secured Liabilities. (b) Each Security Provider unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Obligors to the Security Trustee or the other Finance Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Obligor’s obligations under the Finance Documents or any Security Provider’s obligations under this Agreement or the enforcement of this Agreement or the Security Trustee’s security interest in the Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification to claim based on, or in the terms of the Indenture, this Debenturenature of, any other obligation now or later owed to any Security Document Provider by the Obligors, the Security Trustee or any other guaranteeFinance Party. (c) Each Security Provider irrevocably and unconditionally authorizes the Security Trustee and the other Finance Parties to take any action in respect of the Secured Liabilities or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of such Security Provider and irrespective of any change in the financial condition of any Obligor.

Waiver of Defenses. (a) The obligations of the Owner Guarantor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand the Guarantor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission or circumstance which thing which, but for this provision might so operate or otherwise provision, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany Finance Party), including: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with or compromise with, the Owner Company or any other Personperson; (bii) any release of any person under the terms of any composition or arrangement; (iii) the taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or refusal or neglect to perfect perfect, take up or enforce, any rights under against, or security over assets of, the IndentureCompany or any other person; (iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (v) any disability, this Debentureincapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Company or any Security other person; (vi) any amendment or variation (however fundamental) or restatement, replacement or novation of a Finance Document or any other guaranteedocument, agreement guarantee or obligation or any right againstsecurity so that references to that Finance Document in this Agreement shall include each amendment, or any security granted byvariation, the Owner or any other Personrestatement, replacement and novation; (cvii) any irregularityunenforceability, illegality, invalidity or unenforceability non-provability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, of any government guarantee or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to security, with the extent intent that such obligation and the Guarantor's obligations under this security Agreement shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality, invalidity or non-provability; (viii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation will for the purposes of the Guarantor's obligations under this Agreement be construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fix) the acceptance or taking of other guarantees or security for the Guaranteed Obligations, or the settlement, release or substitution of any guarantee or security or of any endorser, guarantor or other obligor in respect of the Guaranteed Obligations. (b) The Guarantor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Company to any Finance Party, notice of acceptance of this Agreement and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Obligor's obligations under the Finance Documents or the Guarantor's obligations under this Agreement or the enforcement of this Agreement; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification claim based on, or in the nature of, any obligation now or later owed to the terms Guarantor by any of the Indenture, this Debenture, Finance Parties. (c) The Guarantor irrevocably and unconditionally authorizes the Finance Parties to take any other Security Document action in respect of the Guaranteed Obligations or any collateral or guarantees securing them or any other guaranteeaction that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of the Guarantor and irrespective of any change in the financial condition of the Guarantor or the Company.

Waiver of Defenses. (a) The obligations of the Owner each Grantor under this Debenture and this security shall Agreement will not be dischargedaffected by, releasedand each Grantor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Section 4.2(a) (Waiver of Defenses), would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Agreement (whether or not known to it or discoverable by the Owner or the Indenture Trusteeany Second Lien Secured Party). Such waiver includes: (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with the Owner or compromise with, any Grantor or any other Person; (bii) the any taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or any refusal or neglect to perfect perfect, take-up or enforce, any rights under the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or security over assets of, any security granted by, the Owner other Grantor or any other Person; (ciii) any irregularity, invalidity non-presentation or unenforceability non-observance of any obligation formality or other requirement in respect of the Owner under the Indenture, any Security Document, this Debenture instrument or any other guarantee, failure to realize the full value of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or ordersecurity; (div) any legal limitation, disability, incapacity or other circumstance relating to lack of powers, authority or legal personality of or dissolution or change in the Owner, members or status of any guarantor Grantor or any other Person; (ev) any defect in or invalidity or inadequacy amendment, variation (however fundamental), restatement, replacement and novation of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture Basic Document or any other guaranteedocument so that references to that document in this Agreement will include each amendment, agreement variation, restatement, replacement and novation; (vi) any unenforceability, illegality or obligationinvalidity of any Second Lien Obligation of any Person under any Basic Document or any other document, the intent of the parties being that the Inventory Collateral Agent’s Lien in the Collateral and each Grantor’s obligations under this Agreement are to remain in full force and be construed accordingly, as if there were no unenforceability, illegality or invalidity; (vii) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any other Grantor under any Basic Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation is for the purposes of the Grantor’s obligations under this Agreement construed as if there were no such circumstance; or (fviii) the acceptance or taking of other guaranties or security for the Second Lien Obligations, or the settlement, release or substitution of any guarantee or security or of any endorser, guarantor or other obligor in respect of the Second Lien Obligations. (b) Each Grantor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of non-performance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional Indebtedness of the Grantors to the Inventory Collateral Agent or the other Second Lien Secured Parties, notice of acceptance of this Agreement, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting any Grantor’s Obligations or the enforcement of this Agreement or the Inventory Collateral Agent’s Lien in the Collateral; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification to claim based on, or in the terms of the Indenture, this Debenturenature of, any other Security Document obligation now or later owed to such Grantor by another Grantor, the Inventory Collateral Agent or any other guaranteeSecond Lien Secured Party. (c) Each Grantor irrevocably and unconditionally authorizes the Inventory Collateral Agent and the other Second Lien Secured Parties to take any action in respect of the Second Lien Obligations or any collateral or guaranties securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of such Grantor and irrespective of any change in the financial condition of any Grantor.

Waiver of Defenses. The Sponsor's obligations of under the Owner under this Debenture Guarantee shall be irrevocable, absolute and this security unconditional, irrespective of, and shall not be dischargedaffected or impaired by, released, prejudiced or otherwise affected by any act, omission omission, circumstance (other than complete payment of the Guaranteed Obligations), matter or circumstance which thing which, but for this provision might so operate or otherwise provision, would reduce, release or prejudice any of its obligations under the Guarantee or which might otherwise constitute a legal or equitable discharge the Owner from the Obligationsor defense of a surety or a guarantor, or the security created under this Debenture including without limitation and (whether or not known to the Sponsor or discoverable by to the Owner or the Indenture Trustee:Senior Lenders): Amended and Restated Financial Support Agreement (a) any time, indulgence, waiver, consent composition, forbearance or other relief granted concession given to or composition with the Owner Borrower or any other Personperson; (b) the taking, variation, extension, compromise, renewal or release any assertion of, or refusal failure to assert, or neglect to perfect or enforcedelay in asserting, any rights under right, power or remedy against the Indenture, this Debenture, any Security Document Borrower or any other guarantee, agreement or obligation or any right againstperson, or in respect of any security granted by, for the Owner or any other PersonGuaranteed Obligations; (c) any irregularitytaking, invalidity exchange, release or unenforceability non-perfection of any obligation of the Owner under the IndentureSecurity, or any Security Documenttaking, this Debenture release or amendment or waiver of or consent to departure from any other guarantee, for all or any of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or orderGuaranteed Obligations; (d) any legal limitationmanner of application of the Security, disabilityor proceeds thereof, incapacity to all or any of the Guaranteed Obligations, or any manner of sale or other circumstance relating to the Owner, disposition of any guarantor collateral for all or any other Personof the Guaranteed Obligations under the Transaction Documents; (e) any defect in amplification, amendment (however fundamental), variation or invalidity or inadequacy replacement of the constitution or incorporation or borrowing powers provisions of the Owner any Transaction Document or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligation; orsecurity between the Senior Lenders and the Project Company or the Borrower; (f) any supplementfailure of the Project Company, amendment the Borrower or modification the Sponsor to comply with any requirement of any law, regulation or order; (g) any change, restructuring, reorganization or termination of the legal status, structure or ownership of the Project Company, the Borrower or the Sponsor; (h) the occurrence and/or continuance of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, liquidation or similar proceedings with respect to the terms Project Company, the Borrower or the Sponsor; (i) any purported or actual assignment of the Indenture, this Debenture, Guaranteed Obligations by the Senior Lenders to any other Security Document party; (j) the Loan Agreements or any other guaranteeTransaction Document being in whole or in part illegal, agreement void, voidable, avoided, invalid, unenforceable or obligationotherwise of limited force and effect; or (k) any other circumstance howsoever caused or arising and whether or not similar to any of the foregoing (other than payment in full of the Loans by the Borrower or the Sponsor in accordance with the Loan Agreements and this Amended and Restated Financial Support Agreement Agreement) which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.

Waiver of Defenses. The liability of the Guarantor under this Guarantee shall be irrevocable, unconditional and absolute, and without limiting the generality of the foregoing, the obligations of the Owner under this Debenture and this security Guarantor shall not be released, discharged, released, prejudiced limited or otherwise affected by, and the Guarantor hereby waives as against each of the Beneficiaries to the fullest extent permitted by any act, omission or circumstance which but for this provision might so operate or otherwise release or discharge the Owner from the Obligations, or the security created under this Debenture including without limitation and whether or not known to or discoverable by the Owner or the Indenture Trusteeapplicable law: (a) any timedefence relating to any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, consent subordination or other relief granted to release in respect of any Obligation or composition with the Owner or any other Personotherwise; (b) any modification or amendment of or supplement to the takingObligations, variation, extension, compromise, renewal including any increase or release of, or refusal or neglect to perfect or enforce, any rights under decrease in the Indenture, this Debenture, any Security Document or any other guarantee, agreement or obligation or any right against, or any security granted byprincipal, the Owner rates of interest or any other Personamounts payable in respect thereof; (c) any irregularitydefence based upon any incapacity, invalidity disability or unenforceability lack or limitation of any obligation status or power of the Owner under Borrower or of the Indenturedirectors, any Security Documentofficers, this Debenture employees, partners or any other guaranteeagents thereof, of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation to that the extent that such obligation and this security shall remain in full force and this Debenture shall Borrower may not be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or ordera legal entity; (d) any legal limitationirregularity, disability, incapacity defect or other circumstance relating to informality in the Owner, any guarantor borrowing or any other Personobtaining of moneys or credits in respect of the Obligations; (e) any defect change in the existence, structure, constitution, name, control or invalidity or inadequacy ownership of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture Borrower or any other guaranteeperson, agreement or obligation; orany insolvency, bankruptcy, amalgamation, merger, reorganization or other similar proceeding affecting the Borrower or any other person or the assets of the Borrower or of such other person; (f) the existence of any supplementclaim, amendment set-off or modification to other rights which the terms Guarantor may have at any time against the Borrower, any of the IndentureBeneficiaries, this Debenture, any other Security Document or any other guaranteeperson, whether in connection with the Obligations or any unrelated transactions; (g) any release or non-perfection or any invalidity, illegality or unenforceability relating to or against the Borrower or any other person, whether relating to any instrument evidencing the Obligations or any other agreement or obligation.instrument relating thereto or any part thereof or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower or any other person of any of the Obligations; (h) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Beneficiaries or any of them to payment of the Obligations or to take any steps in respect thereof; i) any release, substitution or addition of any co-signer, endorser, other guarantor or any other person in respect of the Obligations;

Waiver of Defenses. (a) The obligations of the Owner Parent Guarantor under this Debenture and this security shall Guaranty will not be dischargedaffected by, releasedand the Parent Guarantor irrevocably waives any defense it might have by virtue of, prejudiced or otherwise affected by any act, omission omission, matter or circumstance which thing which, but for this provision might so operate or otherwise Clause, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture Guaranty, including without limitation and (whether or not known to it or discoverable by the Owner or the Indenture Trustee:any Secured Party): (ai) any time, indulgenceforbearance, waiverextension or waiver granted to, consent or other relief granted to or composition with or compromise with, the Owner Issuer or any other Personperson; (bii) the taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or refusal or neglect to perfect perfect, take up or enforce, any rights under against, or security over assets of, the IndentureIssuer or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (iii) any disability, this Debentureincapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of the Issuer or any Security other person; (iv) any amendment or variation (however fundamental) or restatement, replacement or novation of a Finance Document or any other guaranteedocument, agreement guaranty or obligation or any right againstsecurity so that references to that Finance Document in this Guaranty shall include each amendment, or any security granted byvariation, the Owner or any other Personrestatement, replacement and novation; (cv) any irregularityunenforceability, illegality or invalidity or unenforceability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Finance Document or any other guaranteedocument, of any government guaranty or authority (whether of right or in fact) purporting to reduce or otherwise affect any such obligation security, to the extent intent that such obligation and the Parent Guarantor’s obligations under this security Guaranty shall remain in full force and this Debenture shall be construed accordingly accordingly, as if there were no unenforceability, illegality or invalidity; (vi) any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of the Issuer under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall for the purposes of the Parent Guarantor’s obligations under this Guaranty be construed as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in the authorization, execution or delivery of the Indenture, any Security Document, this Debenture or any other guarantee, agreement or obligationcircumstance; or (fvii) the acceptance or taking of other guaranties or security for the Guaranteed Obligations, or the settlement, release or substitution of any guaranty or security or of any endorser, guarantor or other obligor in respect of the Guaranteed Obligations. (b) The Parent Guarantor unconditionally and irrevocably waives: (i) diligence, presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Issuer to the Secured Parties, notice of acceptance of this Guaranty, and notices of any other kind whatsoever; (ii) the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy; (iii) the benefit of any statute of limitations affecting the Issuer’s obligations under the Finance Documents or the Parent Guarantor’s obligations under this Guaranty or the enforcement of this Guaranty; and (iv) any supplementoffset or counterclaim or other right, amendment defense, or modification claim based on, or in the nature of, any obligation now or later owed to the terms Parent Guarantor by the Issuer or any Secured Party. (c) The Parent Guarantor irrevocably and unconditionally authorizes the Secured Parties to take any action in respect of the Indenture, this Debenture, Guaranteed Obligations or any other Security Document collateral or guaranties securing them or any other guaranteeaction that might otherwise be deemed a legal or equitable discharge of a surety, agreement without notice to or obligationthe consent of the Parent Guarantor and irrespective of any change in the financial condition of the Issuer.

Waiver of Defenses. (a) The obligations of the Owner each Subsidiary Guarantor under this Debenture and this security shall Section 23 will not be discharged, released, prejudiced or otherwise affected by any act, omission or circumstance which thing which, but for this provision might so operate or otherwise provision, would reduce, release or discharge the Owner from the Obligations, or the security created prejudice any of its obligations under this Debenture including without limitation and Section 23 (whether or not known to or discoverable by the Owner it or the Indenture Trustee: Issuing Bank). This includes: (ai) any timetime or waiver granted to, indulgence, waiver, consent or other relief granted to or composition with with, any person; (ii) any release of any person under the Owner terms of any composition or any other Person; arrangement; (biii) the taking, variation, extensioncompromise, compromiseexchange, renewal or release of, or refusal or neglect to perfect perfect, take up or enforce, any rights under the Indentureagainst, this Debentureor security over assets of, any Security Document person; (iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person and including notice of an adverse change in the financial condition of any Obligor or any other guaranteefact that might increase or expand any Subsidiary Guarantor’s risk hereunder; (vi) any amendment, agreement novation, supplement, extension or obligation or any right against, or any security granted by, the Owner reinstatement (however fundamental and of whatever nature) of a Financing Agreement or any other Person; document or security; (cvii) any irregularityunenforceability, illegality, invalidity or unenforceability non-provability of any obligation of the Owner any person under the Indenture, any Security Document, this Debenture Financing Agreement or any other guarantee, document or security; (viii) any insolvency or similar proceedings; (ix) notice of acceptance of this Subsidiary Guarantee Agreement; (x) notice of any government issuance of Letters of Credit under this Agreement, or authority (whether the creation, existence or acquisition of right or in fact) purporting to reduce or otherwise affect any such obligation to the extent that such obligation and this security shall remain in full force and this Debenture shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order; (d) any legal limitation, disability, incapacity or other circumstance relating to the Owner, any guarantor or any other Person; (e) any defect in or invalidity or inadequacy of the constitution or incorporation or borrowing powers Guaranteed Obligations, subject to such Subsidiary Guarantor’s right to make inquiry of the Owner or of its board of directors, executive committee or other equivalent or analogous body or in Issuing Bank to ascertain the authorization, execution or delivery amount of the Indenture, Guaranteed Obligations at any Security Document, this Debenture or any other guarantee, agreement or obligation; or (f) any supplement, amendment or modification to the terms of the Indenture, this Debenture, any other Security Document or any other guarantee, agreement or obligation.reasonable time;