Common use of Waiver of Suretyship Defenses Clause in Contracts

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Guaranteed Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guaranty.

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the The obligations of the Guarantor hereunderPledgors shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a Pledgor may have against a Pledged Subsidiary, any Lender or otherwise, and shall remain in full force and effect without any terms or conditions regard to, and (except by payment in whole full of all of the Obligations and the termination of all Commitments) shall not be released, discharged or in part: any way affected by, any circumstance or condition whatsoever (whether or not a Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) change any amendment, modification of or supplement to the mannerCredit Agreement or any other Loan Document or any assignment or transfer of any thereof or of any interest therein, place or terms any furnishing, acceptance or release of payment ofany security for the Obligations; (b) any waiver, and/or change consent, extension, indulgence or extend other action or inaction under or in respect of the time Obligations or in respect of payment ofthe Credit Agreement or any other Loan Document; (c) any bankruptcy, renew insolvency, readjustment, composition, liquidation or altersimilar proceeding with respect to a Pledgor or any subsidiary thereof; (d) any merger, amalgamation or consolidation of a Pledgor or a Pledged Subsidiary into or with any other Person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary to any Person; or (e) any failure on the part of a Pledged Subsidiary for any reason to comply with or perform any of the Guaranteed Obligationsterms of any other agreement with a Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, any security therefor, suretyship defense or any liability incurred directly other defense of a guarantor (whether or indirectly in respect thereof, and the guaranty herein made shall apply not similar to the Guaranteed Obligations as so changedforegoing). To the extent permitted by law, extendedeach Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise based on any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guaranty.foregoing. DB3/ 204702720.5

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the The obligations of the Guarantor hereunderPledgors shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a Pledgor may have against a Pledged Subsidiary, any Lender or otherwise, and shall remain in full force and effect without any terms or conditions regard to, and (except by payment in whole full of all of the Obligations and the termination of all Commitments) shall not be released, discharged or in part: any way affected by, any circumstance or condition whatsoever (whether or not a Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) change any amendment, modification of or supplement to the mannerCredit Agreement or any other Loan Document or any assignment or transfer of any thereof or of any interest therein, place or terms any furnishing, acceptance or release of payment ofany security for the Obligations; (b) any waiver, and/or change consent, extension, indulgence or extend other action or inaction under or in respect of the time Obligations or in respect of payment ofthe Credit Agreement or any other Loan Document; (c) any bankruptcy, renew insolvency, readjustment, composition, liquidation or altersimilar proceeding with respect to a Pledgor or any subsidiary thereof; (d) any merger, amalgamation or consolidation of a Pledgor or a Pledged Subsidiary into or with any other Person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary to any Person; or (e) any failure on the part of a Pledged Subsidiary for any reason to comply with or perform any of the Guaranteed Obligationsterms of any other agreement with a Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, any security therefor, suretyship defense or any liability incurred directly other defense of a guarantor (whether or indirectly in respect thereof, and the guaranty herein made shall apply not similar to the Guaranteed Obligations as so changedforegoing). To the extent permitted by law, extendedeach Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise based on any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guaranty.foregoing. DB3/ 204543489.7

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Guaranteed Obligations, any security therefortherefore, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainstthere against; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guaranty.

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time To the extent this Agreement is deemed a guarantee, the liability of NV Holdings hereunder shall be absolute, unconditional and from time to time without the consent irrevocable irrespective of, and without being lessened or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in partlimited by: (a) change the manner, place or terms occurrence of payment of, and/or change or extend the time any Event of payment of, renew or alter, any of the Guaranteed Obligations, any security thereforDefault under, or any liability incurred directly lack of validity, legality or indirectly in respect thereofenforceability of any provision of any Note Document, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or alteredany other agreement or document; (b) sellthe failure of any Holder: (i) to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any other guarantor of the Secured Obligations) under the provisions of any Note Document, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of or any other Person pledging collateral securing any of the Secured Obligations; (c) any change in the time, manner or place of payment of, or in any term of, all or any of the Secured Obligations, or any other extension, compromise, indulgence or renewal of any Secured Obligation; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Secured Obligations for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to (and NV Holdings hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of the Secured Obligations or any guarantees or security; (f) any addition, exchange, release, surrenderdischarge, realize upon realization or otherwise deal with in non-perfection of any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly collateral security in respect thereof or hereof, and/or any offset thereagainstof the Secured Obligations; (cg) exercise any amendment to, rescission, waiver or refrain from exercising other modification of, or release or addition of, or consent to any rights against departure from, any other guarantee held by the Borrowers or others or otherwise act or refrain from actingHolders as security for any of the Secured Obligations; (dh) settle the loss of or compromise in respect of or the unenforceability of any other guarantee or other security which the Holders may now or hereafter hold in respect of the Guaranteed Secured Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate whether occasioned by the payment of all or any part thereof to the payment of any liability (whether due or not) fault of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the GuarantorHolders or otherwise; (ei) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities change in the name of the Borrowers to Company or in the Guaranteed Parties regardless of what liability constitutive documents, capital structure, capacity or liabilities constitution of the Borrowers remain unpaidCompany, the bankruptcy or insolvency of the Company, the sale of any or all of the Company's business or assets or the Company being consolidated, merged or amalgamated with any other Person; (fj) consent to or waive any breach of, failure on the part of the Company or any actother Person to perform or comply with any term of the Note Purchase Agreement, omission or default underthe Notes, any of the Credit DocumentsSecured Obligations or any other agreement or document; (k) any suit or other action brought by any beneficiaries or creditors of, or otherwise amendby, modify the Company or supplement any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of any Note Document, any of the Credit Documents Secured Obligations or any of such other instruments agreement or agreements; and/ordocument; (gl) act any lack or fail to act limitation of status or of power, incapacity or disability of the Company or any trustee or agent thereof; or (m) any other circumstance (other than final and indefeasible payment in full) which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Company, Brooke Holding, Vector, any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyother surety or guarantor.

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the The obligations of the Guarantor hereunderPledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Pledgor may have against the Issuer or any holder or otherwise, and shall remain in full force and effect without any terms or conditions regard to, and (except by indefeasible payment in whole full in cash of all of the Secured Obligations) shall not be released, discharged or in part: any way affected by, any circumstance or condition whatsoever (whether or not the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) change any amendment, modification of or supplement to the mannerNotes, place the Note Agreement or terms any other Financing Document or any assignment or transfer of payment ofany thereof or of any interest therein, and/or change or extend any furnishing, acceptance or release of any security for the time Secured Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of payment ofthe Notes or in respect of the Note Agreement or any other Financing Document; (c) any bankruptcy, renew insolvency, readjustment, composition, liquidation or altersimilar proceeding with respect to the Issuer or its property; (d) any merger, amalgamation or consolidation of the Pledgor or of the Issuer into or with any other Person or any sale, lease or transfer of any or all of the assets of the Issuer to any Person; (e) any failure on the part of the Issuer for any reason to comply with or perform any of the Guaranteed Obligationsterms of any other agreement with the Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, any security therefor, suretyship defense or any liability incurred directly other defense of a guarantor (whether or indirectly in respect thereof, and the guaranty herein made shall apply not similar to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property foregoing). To the extent permitted by whomsoever at any time pledged or mortgaged to secure, or howsoever securinglaw, the Guaranteed Obligations or Pledgor irrevocably and unconditionally waives any liabilities (including any of those defense it might have to its performance hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise based on any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyforegoing.

Waiver of Suretyship Defenses. Any Guaranteed Party may at Without limiting the generality of Section 6 of this Agreement, it is agreed that the occurrence of any time and from time to time without the consent of, one or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations more of the Guarantor hereunder, upon following shall not alter or without any terms or conditions impair the liability of Vector hereunder which shall remain absolute and in whole or in partunconditional: (a) change the manner, place or terms occurrence of payment of, and/or change or extend the time any Event of payment of, renew or alter, any of the Guaranteed Obligations, any security thereforDefault under, or any liability incurred directly lack of validity, legality or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed enforceability of any provision of any Note Document or alteredany other agreement or document; (b) sellthe failure of any Guaranteed Party: (i) to assert any claim or demand or to enforce any right or remedy against any Document Party or any other Person under the provisions of any Note Document, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of or other Person pledging collateral securing any of the Secured Obligations; (c) at any time or from time to time, with or without notice to Vector, any change in the time, manner or place of payment of, or in any term of, all or any of the Secured Obligations, or any other extension, compromise, indulgence, waiver or renewal of any Secured Obligation; (d) any reduction, limitation, variation, impairment, discontinuance or termination of any of the Secured Obligations for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of the Secured Obligations or any guarantees or security; (f) any addition, exchange, release, surrenderdischarge, realize upon realization or otherwise deal with non-perfection of any collateral security in respect of the Secured Obligations; (g) any manner and in any order any property by whomsoever at any time pledged amendment to, rescission, waiver or mortgaged to secureother modification of, or howsoever securingrelease or addition of, or consent to any departure from, any other guarantee held by the Holders as security for any of the Secured Obligations; (h) the loss of or in respect of or the unenforceability of any guarantee or other security which the Guaranteed Parties may now or hereafter hold in respect of the Secured Obligations, whether occasioned by the fault of the Guaranteed Parties or otherwise; (i) any change in the name of the Company or in the constitutive documents, capital structure, capacity or constitution of the Company, the Guaranteed bankruptcy or insolvency of the Company, the sale of any or all of the Company's business or assets or the Company being consolidated, merged or amalgamated with any other Person; (j) any failure on the part of the Company or any other Person to perform or comply with any term of the Note Documents or any of the Secured Obligations or any liabilities (including any of those hereunder) incurred directly other agreement or indirectly in respect thereof or hereof, and/or any offset thereagainstdocument; (ck) exercise any suit or refrain from exercising other action brought by any rights against the Borrowers beneficiaries or others or otherwise act or refrain from acting; (d) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or by, the Company or any actother Person for any reason whatsoever, omission including without limitation any suit or default underaction in any way attacking or involving any issue, matter or thing in respect of any Note Document, any of the Credit DocumentsSecured Obligations or any other agreement or document; (l) any lack or limitation of status or of power, incapacity or disability of the Company or any trustee or agent thereof; or (m) any other circumstance (other than final and indefeasible payment in full) which might otherwise constitute a defense available to, or otherwise amenda legal or equitable discharge of, modify the Company, Brooke Holding, NV Holdings or supplement Xxxxxxx or any surety or any other guarantor of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyforegoing.

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the The obligations of the Guarantor hereunderPledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Pledgor may have against the Issuer or any holder or otherwise, and shall remain in full force and effect without any terms or conditions regard to, and (except by indefeasible payment in whole full in cash of all of the Secured Obligations) shall not be released, discharged or in part: any way affected by, any circumstance or condition whatsoever (whether or not the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) change any amendment, modification of or supplement to the mannerNotes, place the Note Agreement or terms any other Financing Document or any assignment or transfer of payment ofany thereof or of any interest therein, and/or change or extend any furnishing, acceptance or release of any security for the time Secured Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of payment ofthe Notes or in respect of the Note Agreement or any other Financing Document; (c) any bankruptcy, renew insolvency, readjustment, composition, liquidation or altersimilar proceeding with respect to the Issuer, any Issuer Subsidiary or their property; (d) any merger, amalgamation or consolidation of the Pledgor or of the Issuer into or with any other Person or any sale, lease or transfer of any or all of the assets of the Issuer to any Person; (e) any failure on the part of the Issuer for any reason to comply with or perform any of the Guaranteed Obligationsterms of any other agreement with the Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, any security therefor, suretyship defense or any liability incurred directly other defense of a guarantor (whether or indirectly in respect thereof, and the guaranty herein made shall apply not similar to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property foregoing). To the extent permitted by whomsoever at any time pledged or mortgaged to secure, or howsoever securinglaw, the Guaranteed Obligations or Pledgor irrevocably and unconditionally waives any liabilities (including any of those defense it might have to its performance hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise based on any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyforegoing.

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time To the extent this Agreement is deemed a guarantee, Vector hereby waves all defenses available to guarantors and from time to time without the consent ofsureties, or notice to the Guarantorincluding, without incurring responsibility to limitation, the Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in partfollowing: (a) change the manner, place or terms occurrence of payment of, and/or change or extend the time any Event of payment of, renew or alter, any of the Guaranteed Obligations, any security thereforDefault under, or any liability incurred directly lack of validity, legality or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed enforceability of any provision of any Note Document or alteredany other agreement or document; (b) sellthe failure of any Holder: (i) to assert any claim or demand or to enforce any right or remedy against any Document Party or any other Person under the provisions of any Note Document, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of or other Person pledging collateral securing any of the Secured Obligations; (c) any change in the time, manner or place of payment of, or in any term of, all or any of the Secured Obligations, or any other extension, compromise, indulgence or renewal of any Secured Obligation; (d) any reduction, limitation, variation, impairment, discontinuance or termination of the Secured Obligations for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Secured Obligations or otherwise (other than by reason of any payment which is not required to be rescinded); (e) any amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of the Secured Obligations or any guarantees or security; (f) any addition, exchange, release, surrenderdischarge, realize upon realization or otherwise deal with in non-perfection of any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly collateral security in respect thereof or hereof, and/or any offset thereagainstof the Secured Obligations; (cg) exercise any amendment to, rescission, waiver or refrain from exercising other modification of, or release or addition of, or consent to any rights against departure from, any other guarantee held by the Borrowers or others or otherwise act or refrain from actingHolders as security for any of the Secured Obligations; (dh) settle the loss of or compromise in respect of or the unenforceability of any guarantee or other security which the Holders may now or hereafter hold in respect of the Guaranteed Secured Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate whether occasioned by the payment of all or any part thereof to the payment of any liability (whether due or not) fault of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the GuarantorHolders or otherwise; (ei) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities change in the name of the Borrowers to Company or in the Guaranteed Parties regardless of what liability constitutive documents, capital structure, capacity or liabilities constitution of the Borrowers remain unpaidCompany, the bankruptcy or insolvency of the Company, the sale of any or all of the Company's business or assets or the Company being consolidated, merged or amalgamated with any other Person; (fj) consent to or waive any breach of, failure on the part of the Company or any actother Person to perform or comply with any term of the Note Purchase Agreement, omission or default underthe Notes, any of the Credit DocumentsSecured Obligations or any other agreement or document; (k) any suit or other action brought by any beneficiaries or creditors of, or otherwise amendby, modify the Company or supplement any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of any Note Document, any of the Credit Documents Secured Obligations or any of such other instruments agreement or agreements; and/ordocument; (gl) act any lack or fail to act limitation of status or of power, incapacity or disability of the Company or any trustee or agent thereof; or (m) any other circumstance (other than final and indefeasible payment in full) which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Company, Brooke Holding or NV Holdings or any manner referred to in this Guaranty which may deprive surety or any other guarantor of the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyforegoing.

Waiver of Suretyship Defenses. Any Guaranteed Party The obligations of the Pledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Pledgor may at have against Seller or otherwise, and shall remain in full force and effect without regard to, and (until the Termination Date) shall not be released, discharged or in any time and from time to time without way affected by, any circumstance or condition whatsoever (whether or not the consent of, Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment, modification of or supplement to the GuarantorPSA or any agreement, without incurring responsibility document or instrument delivered in connection therewith or referred to therein (collectively, the Guarantor, without impairing or releasing “PSA Documents”) (it being agreed that the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Guaranteed Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made Pledgor hereunder shall apply to the Guaranteed Obligations PSA Documents as so changedamended, extendedmodified, renewed supplemented or altered; restated); (b) sellany waiver, exchangeconsent, releaseextension, surrender, realize upon indulgence or otherwise deal with other action or inaction under or in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, respect of the Guaranteed Secured Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or of any offset thereagainst; PSA Document; (c) exercise any bankruptcy, insolvency, readjustment, composition, liquidation or refrain from exercising any rights against similar proceeding with respect to the Borrowers Pledgor, the Company or others or otherwise act or refrain from acting; their respective property; (d) settle any merger, amalgamation or compromise consolidation of the Pledgor or of the Company into or with any other person or any sale, lease or transfer of any or all of the assets of the Company to any person; (e) any failure on the part of the Company for any reason to comply with or perform any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment terms of any liability (whether due other agreement with the Pledgor; or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to or waive the foregoing). To the extent permitted by law, the Pledgor irrevocably and unconditionally waives any breach ofdefense it might have to its performance hereunder, or any act, omission or default under, based on any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyforegoing.

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the The obligations of the Guarantor hereunderPledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Pledgor may have against either Pledged Subsidiary or any holder or otherwise, and shall remain in full force and effect without any terms or conditions regard to, and (except by indefeasible payment in whole full in cash of all of the Secured Obligations) shall not be released, discharged or in part: any way affected by, any circumstance or condition whatsoever (whether or not the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) change any amendment, modification of or supplement to the mannerNotes, place the Note Agreement or terms any other Financing Document or any assignment or transfer of payment ofany thereof or of any interest therein, and/or change or extend any furnishing, acceptance or release of any security for the time Secured Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of payment ofthe Notes or in respect of the Note Agreement or any other Financing Document; (c) any bankruptcy, renew insolvency, readjustment, composition, liquidation or altersimilar proceeding with respect to either Pledged Subsidiary, any other Issuer Subsidiary or their property; (d) any merger, amalgamation or consolidation of the Pledgor or of either Pledged Subsidiary into or with any other Person or any sale, lease or transfer of any or all of the assets of such Pledged Subsidiary to any Person; (e) any failure on the part of either Pledged Subsidiary for any reason to comply with or perform any of the Guaranteed Obligationsterms of any other agreement with the Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, any security therefor, suretyship defense or any liability incurred directly other defense of a guarantor (whether or indirectly in respect thereof, and the guaranty herein made shall apply not similar to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property foregoing). To the extent permitted by whomsoever at any time pledged or mortgaged to secure, or howsoever securinglaw, the Guaranteed Obligations or Pledgor irrevocably and unconditionally waives any liabilities (including any of those defense it might have to its performance hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise based on any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyforegoing.

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the The obligations of the Guarantor hereunderPledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Pledgor may have against a any Lender or otherwise, and shall remain in full force and effect without any terms or conditions regard to, and (except by payment in whole full of all of the Obligations and the termination of all Commitments) shall not be released, discharged or in part: any way affected by, any circumstance or condition whatsoever (whether or not the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) change any amendment, modification of or supplement to the mannerCredit Agreement or any other Loan Document or any assignment or transfer of any thereof or of any interest therein, place or terms any furnishing, acceptance or release of payment ofany security for the Obligations; (b) any waiver, and/or change consent, extension, indulgence or extend other action or inaction under or in respect of the time Obligations or in respect of payment ofthe Credit Agreement or any other Loan Document; (c) any bankruptcy, renew insolvency, readjustment, composition, liquidation or altersimilar proceeding with respect to the Borrower or any subsidiary thereof; (d) any merger, amalgamation or consolidation of the Pledgor into or with any other Person; or (e) any other circumstance which might otherwise constitute a legal or equitable discharge, suretyship defense or other defense of a guarantor (whether or not similar to the foregoing). To the extent permitted by law, the Pledgor irrevocably and unconditionally waives any defense it might have to its performance hereunder, based on any of the Guaranteed Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyforegoing.

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the The obligations of the Guarantor hereunderPledgor shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Pledgor may have against a Pledged Subsidiary, any Lender or otherwise, and shall remain in full force and effect without any terms or conditions regard to, and (except by payment in whole full of all of the Obligations and the termination of all Commitments) shall not be released, discharged or in part: any way affected by, any circumstance or condition whatsoever (whether or not the Pledgor shall have any knowledge or notice thereof), including, without limitation: (a) change any amendment, modification of or supplement to the mannerCredit Agreement or any other Loan Document or any assignment or transfer of any thereof or of any interest therein, place or terms any furnishing, acceptance or release of payment ofany security for the Obligations; (b) any waiver, and/or change consent, extension, indulgence or extend other action or inaction under or in respect of the time Obligations or in respect of payment ofthe Credit Agreement or any other Loan Document; (c) any bankruptcy, renew insolvency, readjustment, composition, liquidation or altersimilar proceeding with respect to the Pledgor or any subsidiary thereof; (d) any merger, amalgamation or consolidation of the Pledgor or a Pledged Subsidiary into or with any other Person or any sale, lease or transfer of any or all of the assets of a Pledged Subsidiary to any Person; or (e) any failure on the part of a Pledged Subsidiary for any reason to comply with or perform any of the Guaranteed Obligationsterms of any other agreement with the Pledgor; or (f) any other circumstance which might otherwise constitute a legal or equitable discharge, any security therefor, suretyship defense or any liability incurred directly other defense of a guarantor (whether or indirectly in respect thereof, and the guaranty herein made shall apply not similar to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property foregoing). To the extent permitted by whomsoever at any time pledged or mortgaged to secure, or howsoever securinglaw, the Guaranteed Obligations or Pledgor irrevocably and unconditionally waives any liabilities (including any of those defense it might have to its performance hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise based on any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyforegoing.

Waiver of Suretyship Defenses. Any Guaranteed Party may at any time and from time to time without the consent of, or notice to the Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Guaranteed Obligations, any security therefortherefore, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Borrowers or others or otherwise act or refrain from acting; (d) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantor; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrowers to the Guaranteed Parties regardless of what liability or liabilities of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guaranty.

Waiver of Suretyship Defenses. Any Without limiting the generality of Section 2 of this Agreement, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantor hereunder which shall remain absolute and unconditional: (a) the occurrence of any Event of Default under, or any lack of validity, legality or enforceability of any provision of any Note Document or any other agreement or document; (b) the failure of any Guaranteed Party: (i) to assert any claim or demand or to enforce any right or remedy against any Document Party may or any other Person under the provisions of any Note Document, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of or other Person pledging collateral securing any of the Guaranteed Obligations; (c) at any time and or from time to time time, with or without the consent of, or notice to the Guarantor, without incurring responsibility to any change in the Guarantortime, without impairing manner or releasing the obligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) change the manner, place or terms of payment of, and/or change or extend the time of payment in any term of, renew all or alter, any of the Guaranteed Obligations, or any security thereforother extension, compromise, indulgence, waiver or renewal of any Guaranteed Obligation; (d) any reduction, limitation, variation, impairment, discontinuance or termination of any of the Guaranteed Obligations for any reason (other than by reason of any payment which is not required to be rescinded), including any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any liability incurred directly other event or indirectly in respect thereofoccurrence affecting, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or alteredotherwise (other than by reason of any payment which is not required to be rescinded); (be) sellany amendment to, rescission, waiver or other modification of, or any consent to any departure from, any of the terms of the Guaranteed Obligations or any guarantees or security; (f) any addition, exchange, release, surrenderdischarge, realize upon realization or otherwise deal with non-perfection of any collateral security in respect of the Guaranteed Obligations; (g) any manner and in any order any property by whomsoever at any time pledged amendment to, rescission, waiver or mortgaged to secureother modification of, or howsoever securingrelease or addition of, or consent to any departure from, any other guarantee held by the Holders as security for any of the Guaranteed Obligations; (h) the loss of or in respect of or the unenforceability of any guarantee or other security which the Guaranteed Parties may now or hereafter hold in respect of the Guaranteed Obligations, whether occasioned by the fault of the Guaranteed Parties or otherwise; (i) any change in the name of the Company or in the constitutive documents, capital structure, capacity or constitution of the Company, the bankruptcy or insolvency of the Company, the sale of any or all of the Company's business or assets or the Company being consolidated, merged or amalgamated with any other Person; (j) any failure on the part of the Company or any other Person to perform or comply with any term of the Note Documents or any of the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly other agreement or indirectly in respect thereof or hereof, and/or any offset thereagainstdocument; (ck) exercise any suit or refrain from exercising other action brought by any rights against beneficiaries or creditors of, or by, the Borrowers Company or others any other Person for any reason whatsoever, including without limitation any suit or otherwise act action in any way attacking or refrain from acting; (d) settle involving any issue, matter or compromise thing in respect of any Note Document, any of the Guaranteed Obligations, any security therefor Obligations or any liability (including any of those hereunder) incurred directly other agreement or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers other than the Guaranteed Parties and the Guarantordocument; (el) apply any sums by whomsoever paid lack or howsoever realized to any liability limitation of status or liabilities of power, incapacity or disability of the Borrowers to Company or any trustee or agent thereof; or (m) any other circumstance (other than final and indefeasible payment in full) which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Guaranteed Parties regardless of what liability Company, Brooke Holding, NV Holdings or liabilities Vector or any surety or any other guarantor of the Borrowers remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under, any of the Credit Documents, or otherwise amend, modify or supplement any of the Credit Documents or any of such other instruments or agreements; and/or (g) act or fail to act in any manner referred to in this Guaranty which may deprive the Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guarantyforegoing.