Common use of Waiver of Suretyship Defenses Clause in Contracts

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any the Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such the Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties holders may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower Issuer or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Issuer or any other guarantor, or the cessation from any cause whatsoever of the liability of the BorrowerIssuer, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower Issuer and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower Issuer and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Partiesholders. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties holders may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower Issuer or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Issuer or any other guarantor, or the cessation from any cause whatsoever of the liability of the BorrowerIssuer, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower Issuer and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower Issuer and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Partiesholders. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Guaranteed Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor the Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (including any other Guarantor hereunder), or the cessation from any cause whatsoever of the liability of the BorrowerBorrower or any other Loan Party, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Guaranteed Party now has or may hereafter have against the Borrower or any other Loan Party and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Guaranteed Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Holders of Obligations may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the any Borrower or with any other person or entity liable on any of the Guaranteed Obligations, Obligations for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the any Borrower, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Holder of Obligations now has or may hereafter have against the any Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit any Holder of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such GuarantorObligations.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor Borrower agrees that the Credit Parties mayjoint and several liability of the Borrowers provided for in SECTION 4.18 shall not be impaired or affected by any modification, at supplement, extension or amendment of any time contract or agreement to which the other Borrowers may hereafter agree (other than an agreement signed by the Agent and from time to the Lenders specifically releasing such liability), nor by any delay, extension of time, and without notice renewal, compromise or other indulgence granted by the Agent, the Issuing Bank or any Lender with respect to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Secured Obligations, for nor by any other agreements or arrangements whatever with the other Borrowers or with anyone else, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, paymentcompromise or other indulgence, compromise, discharge, or release and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Guaranteed Secured Obligations, and may be enforced without requiring the Agent, the Issuing Bank or any Lender first to resort to any other right, remedy or security. Each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Secured Obligations, all without in the Notes, this Agreement or any way impairingother Loan Document and any requirement that the Agent, releasingthe Issuing Bank or any Lender protect, dischargingsecure, perfect or otherwise affecting the obligations of insure any Guarantor under this Guaranty. Each Guarantor waives Lien or any defense arising by reason of property subject thereto or exhaust any disability right or other defense of the take any action against any Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, Person or any claim that collateral, including any Guarantor’s obligations exceed rights any Borrower may otherwise have under O.C.G.A. ss. 10-7-24 or are more burdensome than those of the Borrower and waives the benefit of any successor statute of limitations affecting the liability of or any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate analogous statute in any security now jurisdiction under the laws of which any Borrower is incorporated or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, in which any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such GuarantorBorrower conducts business.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Holders of Obligations may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the any Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed Obligations, any other guarantor or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the any Borrower, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the any Borrower and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Holder of Obligations now has or may hereafter have against the any Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit any Holder of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such GuarantorObligations.

Waiver of Suretyship Defenses. Each To the fullest extent permitted by law, each Guarantor agrees that the Credit Parties Trustee or the Holders of the Securities and any Coupons appertaining thereto may, at any time and from time to time, and without notice to such Guarantor, but subject to the Guarantorsapplicable provisions of this Indenture, make any agreement with the Borrower Company or with any other person or entity Person liable on any of the Guaranteed Obligations, Obligations or providing collateral as security for the Guaranteed Obligations for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this Guarantyits Guarantee. Each To the fullest extent permitted by law, each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Company or any other guarantorGuarantor, or the cessation from any cause whatsoever of the liability of the BorrowerCompany (other than by payment in full of the Guaranteed Obligations), or any claim that any such Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower Company and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each To the fullest extent permitted by law, each Guarantor waives any right to enforce any remedy which such Guarantor the Trustee or any Holder of the Securities now has or may hereafter have against the Borrower Company and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit Trustee or any Holder of the Credit PartiesSecurities until all of the Guaranteed Obligations are paid in full. Further, each Guarantor consents consents, to the fullest extent permitted by law, to the Trustee's or any Holder's taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor the Guarantors under this Guaranty their Guarantees or which, but for this provision, might operate as a discharge of any Guarantor. To the extent permitted by law, each Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, are independent of the Guaranteed Obligations and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security and any Coupons appertaining thereto or this Indenture, any failure to enforce the provisions of any Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of any Security or Coupon or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Without limitation to any other provisions of this Article Sixteen or any other provision of this Indenture, each Guarantor waives, to the extent permitted by law, any and all rights and defenses described in subdivision (a) of Section 2856 of the California Civil Code (to the extent applicable), including without limitation rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such GuarantorGuarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. As set forth in Section 113 hereof, this Indenture, the Securities, the Guarantees and any Coupons shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said State, and the parties hereto agree that this paragraph has been included solely to set forth certain express waivers and shall not limit or be construed to limit or otherwise affect the choice of the laws of the State of New York to govern this Indenture, the Securities, the Guarantees or any Coupons.

Waiver of Suretyship Defenses. Each Guarantor agrees that Administrative Agent on behalf of the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that Administrative Agent on behalf of the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity Person liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties Agent and/or the Lenders may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any the Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such Guarantor the Agent and/or the Lenders now has have or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for and/or the benefit of the Credit PartiesLenders. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantorsany Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any Collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of Collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any each Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any each Guarantor hereunderhereunder to the fullest extent permitted by law. Each Guarantor waives any right to enforce any remedy which such Guarantor Administrative Agent or any Lender now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such each Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such each Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the GuarantorsGuarantors under this Guaranty, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties Canadian Administrative Agent and any Canadian Bank may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Canadian Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the Canadian Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Canadian Borrower, or any claim that any the Guarantor’s obligations exceed or are more burdensome than those of the Canadian Borrower and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such Guarantor the Canadian Administrative Agent or any Canadian Bank now has or may hereafter have against the Canadian Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Canadian Administrative Agent for the benefit of the Credit Partiesor any Canadian Bank. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the GuarantorsGuarantors under this Guaranty, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, to the fullest extent permitted by law, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Agent may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor Agent now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesAgent. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the GuarantorsGuarantor under this Guaranty, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Domestic Guarantor agrees that the Credit Parties Holders of Obligations may, at any time and from time to time, and without notice to the GuarantorsDomestic Guarantor, make any agreement with the any Borrower or with any other person or entity liable on any of the Guaranteed Obligations, Obligations for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Domestic Guarantor under this Guaranty. Each Domestic Guarantor waives any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the any Borrower, or any claim that any such Domestic Guarantor’s obligations exceed or are more burdensome than those of the any Borrower and waives the benefit of any statute of limitations affecting the liability of any such Domestic Guarantor hereunder. Each Domestic Guarantor waives any right to enforce any remedy which such Guarantor any Holder of Obligations now has or may hereafter have against the any Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit any Holder of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such GuarantorObligations.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Bnak may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor the Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (including any other Guarantor hereunder), or the cessation from any cause whatsoever of the liability of the BorrowerBorrower or any other Loan Party, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor the Bank now has or may hereafter have against the Borrower or any other Loan Party and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesBank. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Beneficiaries may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower Subject Member or with any other person or entity liable on for any part of the Guaranteed Guarantied Obligations or who provides collateral as security for the Guarantied Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsGuarantied Obligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsGuarantied Obligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty, and Guarantor hereby waives any defense of impairment of collateral. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Subject Member or any other guarantor, or the cessation from any cause whatsoever of the liability of the BorrowerSubject Member, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower Subject Member and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor that the Beneficiaries now has have or may hereafter have against the Borrower Subject Member and waives any benefit of of, and any right to participate in in, any security interest now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesBeneficiaries. Further, each Guarantor consents to the taking of, or failure to take, any action which (a) that might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which(b) that, but for this provision, might operate as a discharge of such Guarantor’s obligation under this Guaranty. Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which the Subject Member or any other affiliate of Guarantor is, or may be, entitled pursuant to the LLC Agreement, the O&R Agreement or otherwise, except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of the Subject Member.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties UK Administrative Agent and any UK Bank may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the UK Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the UK Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the UK Borrower, or any claim that any the Guarantor’s obligations exceed or are more burdensome than those of the UK Borrower and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such Guarantor the UK Administrative Agent or any UK Bank now has or may hereafter have against the UK Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the UK Administrative Agent for the benefit of the Credit Partiesor any UK Bank. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Administrative Agent on behalf of Lenders may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the any Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the any Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the any Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Credit Party now has or may hereafter have against the any Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Lender Parties may, at any time and from time to time, and without notice to the Guarantorssuch Guarantor, make any agreement with the Borrower or with any other person or entity Person liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever of the liability of the BorrowerBorrower (other than payment in full of the Guaranteed Obligations), or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Lender Party now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit any Lender Party until all of the Credit PartiesGuaranteed Obligations are paid in full and any commitments of the Banks and facilities provided by the Banks with respect to the Guaranteed Obligations are terminated. Further, each Guarantor consents to the Lender Parties’ taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor the Guarantors under this Guaranty or which, but for this provision, might operate as a discharge of any Guarantor. Each Guarantor waives any rights and defenses that are or may become available to such GuarantorGuarantor by reason of Sections 2787 to 2855 inclusive, of the California Civil Code and any similar rights and defenses provided by the laws of any other jurisdiction.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Lender may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty; provided that Lender shall not (a) extend the final maturity date of the Guaranteed Obligations or any portion thereof, (b) reduce the rate or extend the time for payment of interest, (c) waive the principal amount of any Loan, (d) increase the Commitment or (e) release all or substantially all of any collateral given to secure the Guaranteed Obligations, without in each case the written consent of Guarantor. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor Lender now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by Xxxxxx, subject to the Administrative Agent for the benefit provisions of the Credit PartiesSections 23 and 24 hereof. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the GuarantorsGuarantor under this Guaranty, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any right to enforce any remedy which the Guarantor now has or may hereafter have against any other guarantor and waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, guarantor or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower Guarantor and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each to the fullest extent permitted by law, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Beneficiaries may, at any time and from time to time, and without notice to the Guarantorssuch Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Guarantied Obligations or providing collateral as security for the Guarantied Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsGuarantied Obligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsGuarantied Obligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Beneficiary now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Partiesany Beneficiary. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that Administrative Agent on behalf of the Credit Parties Lenders may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantorsany Guarantor, make any agreement with the Borrower Borrowers or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any Collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of Collateral Properties, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever of the liability of the BorrowerBorrowers, or any claim that any each Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower Borrowers and waives the benefit of any statute of limitations affecting the liability of any each Guarantor hereunderhereunder to the fullest extent permitted by law. Each Guarantor waives any right to enforce any remedy which such Guarantor Administrative Agent or any Lender now has or may hereafter have against the Borrower Borrowers and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such each Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such each Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantorsany Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any Collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the Form of Parent Guaranty provision of Collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunderhereunder to the fullest extent permitted by law. Each Guarantor waives any right to enforce any remedy which such Guarantor Administrative Agent or any Lender now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Guaranteed Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor the Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (including any other Guarantor hereunder), or the cessation from any cause whatsoever of the liability of the BorrowerBorrower or any other Loan Party, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Guaranteed Party now has or may hereafter have against the Borrower or any other Loan Party and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Guaranteed Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor. 8.

Waiver of Suretyship Defenses. Each Guarantor agrees agrees, to the fullest extent permitted by law, that the Credit Parties Trustee or, subject to Sections 5.6 and 5.7 of this Indenture, the Holders of the Senior Notes may, at any time and from time to time, and without notice to the Guarantorssuch Guarantor, make any agreement with the Borrower Issuer or with any other person or entity Person liable on any of the Guaranteed Guarantied Obligations or providing collateral as security for the Guarantied Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsGuarantied Obligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsGuarantied Obligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this its Guaranty. Each To the fullest extent permitted by law, each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Issuer or any other guarantorGuarantor, or the cessation from any cause whatsoever of the liability of the BorrowerIssuer (other than by payment in full of the Guarantied Obligations), or any claim that any such Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower Issuer and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each To the fullest extent permitted by law, each Guarantor waives any right to enforce any remedy which such Guarantor the Trustee or any Holder of the Senior Notes now has or may hereafter have against the Borrower Issuer and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit Trustee or any Holder of the Credit PartiesSenior Notes until all of the Guarantied Obligations are paid in full. Further, each Guarantor consents consents, to the fullest extent permitted by law, to the Trustee's or any Holder's taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor the Guarantors under this Guaranty their Guaranties or which, but for this provision, might operate as a discharge of such any Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that Administrative Agent on behalf of the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, Schedules and Exhibits compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Credit Party now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such any Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such any Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Guaranteed Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor the Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (including any other Guarantor hereunder), or the cessation from any cause whatsoever of the liability of the BorrowerBorrower or any other Loan Party, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Guaranteed Party now has or may hereafter have against the Borrower or any other Loan Party and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Guaranteed Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.. Exhibit E

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties MEP may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower Regency Member or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Regency Member or any other guarantor, or the cessation from any cause whatsoever of the liability of the BorrowerRegency Member, or any claim that any the Guarantor’s obligations exceed or are more burdensome than those of the Borrower Regency Member and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such Guarantor MEP now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesRegency Member. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each Guarantor Adtalem agrees that the Credit Parties Administrative Agent and Lenders may, at any time and from time to time, and without notice to the GuarantorsAdtalem, make any agreement with the any Designated Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor Adtalem under this Guaranty. Each Guarantor Article X. Adtalem waives any defense arising by reason of any disability or other defense of the any Designated Borrower or any other guarantorLoan Party, or the cessation from any cause whatsoever of the liability of the such Designated Borrower, or any claim that any GuarantorAdtalem’s obligations exceed or are more burdensome than those of the such Designated Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor the Administrative Agent or Adtalem hereunder. Each Guarantor Adtalem waives any right to enforce any remedy which such Guarantor the Administrative Agent or Lenders now has have or may hereafter have against the any Designated Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor Adtalem consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor Adtalem under this Guaranty Article X or which, but for this provision, might operate as a discharge of such GuarantorAdtalem.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Beneficiaries may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower Subject Member or with any other person or entity liable on for any part of the Guaranteed Guarantied Obligations or who provides collateral as security for the Guarantied Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsGuarantied Obligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsGuarantied Obligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty, and Guarantor hereby waives any defense of impairment of collateral. Each Subject to the last sentence of this Section 6, Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Subject Member or any other guarantor, or the cessation from any cause whatsoever of the liability of the BorrowerSubject Member, or any claim that any Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower Subject Member and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor that the Beneficiaries now has have or may hereafter have against the Borrower Subject Member and waives any benefit of of, and any right to participate in in, any security interest now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesBeneficiaries. Further, each Guarantor consents to the taking of, or failure to take, by the Beneficiaries with the consent of the Subject Member (and any attempted taking of, or failure to take, without such consent shall be ineffective to waive Guarantor's defenses pursuant to this Section 6), any action which (i) that might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which(ii) that, but for this provision, might operate as a discharge of such Guarantor's obligation under this Guaranty. Without limiting Guarantor's own defenses and rights hereunder and notwithstanding anything in this Guaranty to the contrary, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which the Subject Member or any other affiliate of Guarantor is, or may be, entitled pursuant to the Agreement or otherwise, except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of the Subject Member.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Guaranteed Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor the Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (including any other Guarantor hereunder), or the cessation from any cause whatsoever of the liability of the BorrowerBorrower or any other Loan Party, or any claim that any such Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower or any other Loan Party and waives the benefit of any statute of Exhibit E limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Guaranteed Party now has or may hereafter have against the Borrower or any other Loan Party and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Guaranteed Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties Administrative Agent and the Lenders may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any the Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such Guarantor the Administrative Agent or the Lenders now has have or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for or the benefit of the Credit PartiesLenders. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Lenders may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any Collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations or the provision of Collateral, any change in the corporate existence or structure of Borrower, any law, regulation, decree, or order, or any other event affecting any term of the Guaranteed Obligations, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunderhereunder to the fullest extent permitted by law. Each Guarantor waives any right to enforce any remedy which such Guarantor Administrative Agent or any Lender now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor DeVry agrees that the Credit Parties Administrative Agent and Lenders may, at any time and from time to time, and without notice to the GuarantorsDeVry, make any agreement with the any Designated Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor DeVry under this Guaranty. Each Guarantor Article X. DeVry waives any defense arising by reason of any disability or other defense of the any Designated Borrower or any other guarantorLoan Party, or the cessation from any cause whatsoever of the liability of the such Designated Borrower, or any claim that any Guarantor’s DeVry's obligations exceed or are more burdensome than those of the such Designated Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor the Administrative Agent or DeVry hereunder. Each Guarantor DeVry waives any right to enforce any remedy which such Guarantor the Administrative Agent or Lenders now has have or may hereafter have against the any Designated Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor DeVry consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor DeVry under this Guaranty Article X or which, but for this provision, might operate as a discharge of such GuarantorDeVry.

Waiver of Suretyship Defenses. Each Guarantor agrees agrees, to the fullest extent permitted by law, that the Credit Parties Trustee or, subject to Sections 5.6 and 5.7 of this Indenture, the Holders of the Senior Subordinated Notes may, at any time and from time to time, and without notice to the Guarantorssuch Guarantor, make any agreement with the Borrower Issuer or with any other person or entity Person liable on any of the Guaranteed Guarantied Obligations or providing collateral as security for the Guarantied Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsGuarantied Obligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsGuarantied Obligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this its Guaranty. Each To the fullest extent permitted by law, each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Issuer or any other guarantorGuarantor, or the cessation from any cause whatsoever of the liability of the BorrowerIssuer (other than by payment in full of the Guarantied Obligations), or any claim that any such Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower Issuer and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each To the fullest extent permitted by law, each Guarantor waives any right to enforce any remedy which such Guarantor the Trustee or any Holder of the Senior Notes now has or may hereafter have against the Borrower Issuer and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit Trustee or any Holder of the Credit PartiesSenior Subordinated Notes until all of the Guarantied Obligations are paid in full. Further, each Guarantor consents consents, to the fullest extent permitted by law, to the Trustee's or any Holder's taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor the Guarantors under this Guaranty their Guaranties or which, but for this provision, might operate as a discharge of such any Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Seller may, at any time and from time to time, and without notice to the GuarantorsGuarantors under this Guaranty, make any agreement with the Borrower Buyer or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Buyer or any other guarantor, or the cessation from any cause whatsoever of the liability of the BorrowerBuyer, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower Buyer and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower Buyer and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesSeller. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Lender Parties may, at any time and from time to time, and without notice to the Guarantorssuch Guarantor, make any agreement with the Borrower or with any other person or entity Person liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever of the liability of the BorrowerBorrower (other than payment in full of the Guaranteed Obligations), or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Lender Party now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit any Lender Party until all of the Credit PartiesGuaranteed Obligations are paid in full and any commitments of the Banks and facilities provided by the Banks with respect to the Guaranteed Obligations are terminated. Further, each Guarantor consents to the Lender Parties’ taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor the Guarantors under this Guaranty or which, but for this provision, might operate as a discharge of such any Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Bank may, at any time and from time to time, and without notice to the Guarantorsany Guarantor, make any agreement with the Borrower or with any other person or entity Person liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (including any Guarantor), or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor Bank now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesBank. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Bank may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing credit support, or collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any credit support or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of credit support or collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense and all defenses arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other circumstance which might constitute a defense to the Borrower, the Guarantor or any other obligor, and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce assert any remedy defense of which such Guarantor now has or may hereafter have against the Borrower could otherwise avail itself and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesBank. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantorsany Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any Collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations or the provision of Collateral, any change in the corporate existence or structure of Borrower, any law, regulation, decree, or order, or any other event affecting any term of the Guaranteed Obligations, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any each Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any each Guarantor hereunderhereunder to the fullest extent permitted by law. Each Guarantor waives any right to enforce any remedy which such Guarantor Administrative Agent or any Lender now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such each Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such each Guarantor.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties Lender may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any the Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such Guarantor the Lender now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLender. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties Administrative Agent and the Lenders may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any the Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such Guarantor the Administrative Agent or the Lenders now has have or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for or the benefit of the Credit PartiesLenders. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Lender Parties may, at any time and from time to time, and without notice to the Guarantorssuch Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever of the liability of the BorrowerBorrower (other than payment in full of the Guaranteed Obligations), or any claim that any such Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Lender Party now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit any Lender Party until all of the Credit PartiesGuaranteed Obligations are paid in full and any commitments of the Banks and facilities provided by the Banks with respect to the Guaranteed Obligations are terminated. Further, each Guarantor consents to the Lender Parties' taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor the Guarantors under this Guaranty or which, but for this provision, might operate as a discharge of any Guarantor. Each Guarantor waives any rights and defenses that are or may become available to such GuarantorGuarantor by reason of Sections 2787 to 2855 inclusive, of the California Civil Code.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Lender Parties may, at any time and from time to time, and without notice to the Guarantorssuch Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorGuarantor, or the cessation from any cause whatsoever of the liability of the BorrowerBorrower (other than payment in full of the Guaranteed Obligations), or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Lender Party now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit any Lender Party until all of the Credit PartiesGuaranteed Obligations are paid in full and any commitments of the Banks and facilities provided by the Banks with respect to the Guaranteed Obligations are terminated. Further, each Guarantor consents to the Lender Parties’ taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor the Guarantors under this Guaranty or which, but for this provision, might operate as a discharge of any Guarantor. Each Guarantor waives any rights and defenses that are or may become available to such GuarantorGuarantor by reason of Sections 2787 to 2855 inclusive, of the California Civil Code.

Waiver of Suretyship Defenses. Each Guarantor DeVry agrees that the Credit Parties Administrative Agent and Lenders may, at any time and from time to time, and without notice to the GuarantorsDeVry, make any agreement with the Borrower GEI or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor DeVry under this Guaranty. Each Guarantor Article X. DeVry waives any defense arising by reason of any disability or other defense of the Borrower GEI or any other guarantorLoan Party, or the cessation from any cause whatsoever of the liability of the BorrowerGEI, or any claim that any GuarantorDeVry’s obligations exceed or are more burdensome than those of the Borrower GEI and waives the benefit of any statute of limitations affecting the liability of any Guarantor the Administrative Agent or DeVry hereunder. Each Guarantor DeVry waives any right to enforce any remedy which such Guarantor the Administrative Agent or Lenders now has have or may hereafter have against the Borrower GEI and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor DeVry consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor DeVry under this Guaranty Article X or which, but for this provision, might operate as a discharge of such GuarantorDeVry.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Administrative Agent may, at any time and from time to time, and without notice to the Guarantorssuch Guarantor, make any agreement with the Borrower Borrowers, any one or more of them, or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or Form of Continuing Guaranty amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any such Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever of the liability of the BorrowerBorrowers, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower Borrowers and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor the Administrative Agent and any Lender now has or may hereafter have against the Borrower Borrowers and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Partiesor any Lender until all Guaranteed Obligations (other than contingent indemnity obligations as to which a claim is then pending) are indefeasibly paid in full. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Guaranteed Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor the Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (including any other Guarantor hereunder), or the cessation from any cause whatsoever of the liability of the BorrowerBorrower or any other Loan Party, or any claim that any such Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower or any other Loan Party and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Guaranteed Party now has or may hereafter have against the Borrower or any other Loan Party and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Guaranteed Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each To the fullest extent permitted by law, each Guarantor agrees that the Credit Parties Lender may, at any time and from time to time, and without notice to the Guarantorsany Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Other than the defense of the payment in full of the Guaranteed Obligations or the Obligations, to the fullest extent permitted by law, each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower (other than a claim that the amount of any Guarantor’s liability under the Loan Documents is for an amount greater than the Guaranteed Obligations) and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each To the fullest extent permitted by law, each Guarantor waives any right to enforce any remedy which such Guarantor the Lender now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLender. Further, to the fullest extent permitted by law, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such any Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such a Guarantor.

Waiver of Suretyship Defenses. Each Guarantor DeVry agrees that the Credit Parties Administrative Agent and Lenders may, at any time and from time to time, and without notice to the GuarantorsDeVry, make any agreement with the Borrower GEI or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor DeVry under this Guaranty. Each Guarantor Article X. DeVry waives any defense arising by reason of any disability or other defense of the Borrower GEI or any other guarantorLoan Party, or the cessation from any cause whatsoever of the liability of the BorrowerGEI, or any claim that any Guarantor’s DeVry's obligations exceed or are more burdensome than those of the Borrower GEI and waives the benefit of any statute of limitations affecting the liability of any Guarantor the Administrative Agent or DeVry hereunder. Each Guarantor DeVry waives any right to enforce any remedy which such Guarantor the Administrative Agent or Lenders now has have or may hereafter have against the Borrower GEI and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor DeVry consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor DeVry under this Guaranty Article X or which, but for this provision, might operate as a discharge of such GuarantorDeVry.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification modification, amendment or amendment waiver of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor. Guarantor waives any and all other suretyship defenses, whether or not specifically described herein.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Agent may, at any time and from time to time, and without notice to the Guarantorssuch Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor the Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any such Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor the Agent now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesAgent. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Bank may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing credit support, or collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any credit support or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of credit support or collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense and all defenses arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other circumstance which might constitute a defense to the Borrower, the Guarantor or any other obligor, and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce assert any remedy defense of which such Guarantor now has or may hereafter have against the Borrower could otherwise avail itself and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesBank. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the The obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising each Borrower hereunder are absolute, unconditional, complete and continuing and shall not be released in whole or in part by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action or thing which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or whichmight, but for this provision, might operate be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the obligations hereunder. No notice of such obligations or of any renewal or extension thereof need be given to a Borrower and none of the foregoing acts shall release any Borrower from liability hereunder. Each Borrower hereby expressly waives (a) demand of payment, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all forms of such obligations; (b) notice of acceptance of this Agreement and any Note hereunder, and any notice of any liability to which it may apply; (c) all other notices and demands of any kind and description relating to such obligations now or hereafter provided for by any agreement, statute, law, rule or regulation. No Borrower shall be exonerated with respect to its liabilities hereunder by any act or thing except irrevocable payment and performance of such obligations. The liabilities of each Borrower hereunder shall not be affected or impaired by any failure, delay, neglect or omission on the part of the Lender to realize upon any of the obligations hereunder of any Borrower to the Lender. No act or omission of the Lender, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of a Borrower, shall affect or impair the obligations of any other Borrower hereunder. Each Borrower hereby waives any and all right to cause a marshaling of the assets of any Borrower or any other action by any court or other governmental body with respect thereto and further waives any and all requirements that the Lender institute any action or proceeding at law or in equity, or obtain any judgment, against any other Borrower or any other Person as a discharge of such Guarantorcondition precedent to making demand on or bringing any action or obtaining and/or enforcing a judgment against, any Borrower hereunder.

Waiver of Suretyship Defenses. Each Guarantor agrees that Administrative Agent on behalf of the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity Person liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or 4877-6131-2829 v.16 Exhibit E – Page 3 for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor. 7.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantorsany Guarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any each Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any each Guarantor hereunderhereunder to the fullest extent permitted by law. Each Guarantor waives any right to enforce any remedy which such Guarantor Administrative Agent or any Lender now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such each Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such each Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor DeVry agrees that the Credit Parties Administrative Agent and Lenders may, at any time and from time to time, and without notice to the GuarantorsDeVry, make any agreement with the any Designated Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor DeVry under this Guaranty. Each Guarantor Article X. DeVry waives any defense arising by reason of any disability or other defense of the any Designated Borrower or any other guarantorLoan Party, or the cessation from any cause whatsoever of the liability of the such Designated Borrower, or any claim that any GuarantorDeVry’s obligations exceed or are more burdensome than those of the such Designated Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor the Administrative Agent or DeVry hereunder. Each Guarantor DeVry waives any right to enforce any remedy which such Guarantor the Administrative Agent or Lenders now has have or may hereafter have against the any Designated Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLenders. Further, each Guarantor DeVry consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor DeVry under this Guaranty Article X or which, but for this provision, might operate as a discharge of such GuarantorDeVry.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties Lenders may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower Borrowers or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower Borrowers or any other guarantor, or the cessation from any cause whatsoever of the liability of the BorrowerBorrowers, or any claim that any the Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunderBorrowers. Each The Guarantor waives any right to enforce any remedy which such Guarantor the Administrative Agent or any Lender now has or may hereafter have against the Borrower Borrowers and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Partiesor any Lender. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that If Obligor is a surety or a guarantor hereunder for any obligation of the Credit Parties mayBorrower and the owner of the Property, at or either of them (“Principal”), Obligor expressly waives and relinquishes any time and all rights and remedies Obligor may have or be able to assert by reason of laws relating to the rights and remedies of sureties or guarantors. Obligor authorizes Lender, without notice to or consent from Obligor and without affecting Obligor’s liability under this Agreement, from time to timetime to (a) modify, waive, extend, renew or enforce any obligation of Principal; (b) take, hold, enforce, waive, impair, compromise or release security for the performance of any obligation of Principal; (c) apply any security and without notice to direct the Guarantorsorder or manner of sale as Lender in its sole discretion may determine; (d) release or substitute, make in whole or in part, any agreement with the Borrower or with any other person or entity liable on for any obligation of the Guaranteed Obligations, for the extension, renewal, payment, compromise, dischargePrincipal; and (e) settle or compromise any obligation of Principal. Obligor waives (i) all rights to require Lender to proceed against Principal or any other party, or release of the Guaranteed Obligationsproceed against or exhaust any security held by Lender or pursue any other remedy in Lender’s power, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives (ii) any defense arising by reason of any disability or other defense of the Borrower Principal or any other guarantor, or by reason of the cessation from any cause whatsoever of the liability of Principal; (iii) any defense based on or arising out of any setoff, defense or counterclaim which Principal may have or claim to have against Lender, and (iv) any defense arising out of the Borrowerimpairment or loss of any right of reimbursement or subrogation or any other right or remedy of Obligor against Principal or any such security, regardless of the cause. Obligor understands that if Lender forecloses by trustee’s sale on a deed of trust given by Principal securing the Obligation or the Loan, Obligor might then have a defense preventing Lender from thereafter enforcing Obligor’s obligations under this Agreement. This defense arises because the trustee’s sale would eliminate Obligor’s right of subrogation, and therefore Obligor would be unable to obtain reimbursement from Principal. Obligor specifically waives this defense and all rights and defenses that Obligor may have because the Obligation or the Loan are secured by real property pledged by Principal. This means, among other things: (1) Lender may exercise any rights or remedies which Lender has under this Agreement without first foreclosing on any real or personal property collateral pledged by Principal; and (2) if Lender forecloses on any real property collateral pledged by Principal securing the Obligation or the Loan: (A) the amount of the Obligation or the Loan may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Lender may exercise its rights and remedies under this Agreement, even if Lender, by foreclosing on any real property collateral pledged by Principal, has destroyed any right Obligor may have to collect from Principal. This is an unconditional and irrevocable waiver of any rights and defenses Obligor may have because the Obligation or the Loan is secured by real property pledged by Principal. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure, to the extent California law is relevant, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate similar laws in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantorother states.

Waiver of Suretyship Defenses. Each Guarantor agrees that Administrative Agent on behalf of the Credit Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Guaranteed Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor the Guarantors under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantorguarantor (including any other Guarantor hereunder), or the cessation from any cause whatsoever of the liability of the BorrowerBorrower or any other Loan Party, or any claim that any such Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower or any other Loan Party and waives the benefit of any statute of limitations affecting the liability of any such Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Guaranteed Party now has or may hereafter have against the Borrower or any other Loan Party and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Guaranteed Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification modification, amendment or amendment waiver of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s 's obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

Waiver of Suretyship Defenses. Each Guarantor agrees that Administrative Agent on behalf of the Credit Parties Lenders may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the any Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the any Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the any Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor any Credit Party now has or may hereafter have against the any Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such any Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such any Guarantor.

Waiver of Suretyship Defenses. Each The Guarantor agrees that the Credit Parties Lender may, at any time and from time to time, and without notice to the GuarantorsGuarantor, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations or providing collateral as security for the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, discharge or release of the Guaranteed ObligationsObligations or any collateral (in whole or in part), or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed ObligationsObligations or the provision of collateral, all without in any way impairing, releasing, discharging, discharging or otherwise affecting the obligations of any the Guarantor under this Guaranty. Each The Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any the Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any the Guarantor hereunder. Each The Guarantor waives any right to enforce any remedy which such Guarantor the Lender now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit PartiesLender. Further, each the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such the Guarantor.