Common use of Waivers and Releases Clause in Contracts

Waivers and Releases. a. Guarantor waives marshaling of assets and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the Lease, or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor The Parent hereby waives marshaling notice of, and consents to, any extension of assets and liabilities, sale in inverse order time of alienation, presentment, demand for payment, protestrenewals, notice releases of acceptance collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Agents, the Issuing Banks or any of the Lenders in respect of this GuarantyAgreement, notice the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of nonpaymentthe Agents, notice the Issuing Banks and the Lenders, the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of dishonorits obligations hereunder, notice any payment made pursuant hereto or the exercise by the Agents, the Issuing Banks or any of accelerationthe Lenders of their rights with respect to any Collateral, notice of intent including any such claims to accelerate and all other notices, demands, suits or other actions otherwise required which the Parent may be entitled as a condition to Landlord’s exercise result of its rights under any right of subrogation, exoneration or reimbursement. To the Lease or this Guaranty. Guarantor’s liability hereunder shall extent that the Borrowers may not be released by Xxxxxxxx’s receiptthe Parent under this Section 2.17, application the Parent agrees that, until the Obligations have been paid in full in cash or release otherwise satisfied to the satisfaction of security given for performance the Agents, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any such obligationsObligations guaranteed hereby. With respect to this Agreement and the Notes, nor shall Guarantor be released by reason the Parent hereby waives presentment, protest, demand of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension payment, notice of time for payment or performance of any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the Lease, or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any dishonor and all other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause notices and demands whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.. The

Waivers and Releases. a. Each Guarantor hereby waives marshaling of assets notice of, and liabilitiesconsents to, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment of payment, renewals, releases of collateral, delays in obtaining or performance of realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the LeaseAdministrative Agent, the Issuing Bank or renewal or extension thereof, or increase in the size any of the leased premises (whether within Lenders in respect of this Agreement, the building or Loans, the property); (iii) any failure, omission, delay or lack of diligence by Landlord Notes or any other person Loan Document. Until the Obligations have been paid in full in cash or entityotherwise satisfied to the satisfaction of the Administrative Agent, to enforcethe Issuing Bank and the Lenders, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise all rights of any Guaranteed Obligation; (v) release Guarantor against the Borrower arising as a result of a payment hereunder by such Guarantor by way of right of subrogation, contribution, reimbursement, indemnity or discharge otherwise shall in all respects be subordinate and junior in right of Tenant payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification indebtedness of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, Borrower or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full of the Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Guarantor, such amount shall be held in trust for the benefit of the Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. With respect to this Agreement, the Loans and the Notes, each Guarantor hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Administrative Agent, the Issuing Bank and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.01 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations Guaranteed hereby, and (ii) in favor the event of Landlordany declaration of acceleration of such Obligations as provided in Section 8.01 hereof, such Obligations (whether or not otherwise due and payable) shall forthwith become due and payable by such Guarantor for purposes of this Guaranty. The Obligations of each Guarantor under this Guaranty shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent, the Issuing Bank and the Lenders on demand for their reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Bank and the Lenders in connection with such rescission or restoration.

Waivers and Releases. a. Guarantor Each of the Guarantors hereby waives marshaling of assets notice of, and liabilitiesconsents to, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment of payment, renewals, releases of Collateral, delays in obtaining or performance of realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the LeaseCredit Parties in respect of this Agreement, or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord Notes or any other person Loan Document. Each of the Guarantors hereby releases each of the Borrowers from all, and agrees not to assert or entityenforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to enforcewhich such Guarantors are or would be entitled by virtue of their obligations hereunder, assert any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or remedy reimbursement. To the extent not released by such Guarantors under this Article 3, each of Landlord under the Lease Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or this Guaranty; (iv) settlement or compromise contribution in respect of any Guaranteed Obligation; Obligations guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (va) release or discharge the maturity of Tenant the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any creditor’s receivershipstay, bankruptcy injunction or other proceedings; (vi) impairment, limitation or modification prohibition preventing such acceleration in respect of the liability Obligations guaranteed hereby, and (b) in the event of Tenant any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrowers for the benefit of each of their respective creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to such Borrower (or its estate an investment in bankruptcythe equity capital of such Borrower by such Guarantor), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor waives marshaling of assets and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the Lease, or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. Notwithstanding anything in this Guaranty to the contrary, the Guaranteed Obligations shall not include any increased obligations of the tenant under the Lease which are added pursuant to an amendment or other modification of the Lease entered into between Landlord and an assignee of the Lease that is not controlled by or under common control with Guarantor. As used herein the term “control” shall mean the ownership of fifty-one percent or more of the voting stock or other voting equity interests in the controlled entity. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor Each of the Guarantors hereby waives marshaling of assets notice of, and liabilitiesconsents to, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment of payment, renewals, releases of Collateral, delays in obtaining or performance of realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the LeaseCredit Parties in respect of this Agreement, or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord Notes or any other person Loan Document. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or entityenforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to enforcewhich such Guarantors are or would be entitled by virtue of their obligations hereunder, assert any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or remedy reimbursement. To the extent not released by such Guarantors under this Article 3, each of Landlord under the Lease Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or this Guaranty; (iv) settlement or compromise contribution in respect of any Guaranteed Obligation; Obligations guaranteed hereby. With respect to this Agreement and the Notes, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (va) release or discharge the maturity of Tenant the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any creditor’s receivershipstay, bankruptcy injunction or other proceedings; (vi) impairment, limitation or modification prohibition preventing such acceleration in respect of the liability of Tenant Obligations guaranteed hereby, and (or its estate b) in bankruptcy), or the event of any remedy declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the enforcement benefit of Tenant’s liability under each of its creditors (including, without limitation, the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (viiCredit Parties) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to that any payment or performance referred to in this Article 3 by Guarantor; (ii) waives any right to enforce any remedy a Guarantor may now or hereafter have against Tenant due to any shall constitute a contribution of capital by such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations Borrower (or an investment in favor the equity capital of Landlordthe Borrower by such Guarantor).

Waivers and Releases. a. Guarantor waives marshaling of assets and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by XxxxxxxxLandlord’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by Landlord, its managing agent, any landlord partyMortgagee, or any of their respective agents or employees. b. This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the Lease, or renewal or extension thereof, or increase in the size of the leased premises Premises (whether within the building Building or the propertyProperty); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premisesPremises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor The Parent hereby waives marshaling notice of, and consents to, any extension of assets time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and liabilitiesthe Lenders, sale the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in inverse order a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C.Section 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of alienationits obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, demand for payment, protest, demand of payment, notice of acceptance dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notice of nonpaymentnotwithstanding any stay, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits injunction or other actions otherwise required as a condition to Landlord’s exercise prohibition preventing such acceleration in respect of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receiptObligations Guaranteed hereby, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of any Guaranteed Obligations; and (ii) supplementation in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether or amendment (material not otherwise due and payable) shall forthwith become due and payable by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of incurred by the LeaseAdministrative Agent, the Issuing Banks and the Lenders in connection with such rescission or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoeverrestoration. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor Each of the Guarantors hereby waives marshaling of assets notice of, and liabilitiesconsents to, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, any other Loan Document or any Credit Party Interest Hedge Agreement. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any “claims” (as defined in 11 U.S.C. § 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or performance the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any Guaranteed Obligations; (ii) supplementation right of subrogation, exoneration or amendment (material or otherwise) reimbursement. To the extent not released by such Guarantors under this Article 3, each of the LeaseGuarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or renewal contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement, the other Loan Documents and the Credit Party Interest Hedge Agreements, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or extension thereofother prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, or increase and (b) in the size event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack Guarantors for purposes of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.this

Waivers and Releases. a. Guarantor Each of the Guarantors hereby waives marshaling of assets notice of, and liabilitiesconsents to, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment of payment, renewals, releases of Collateral, delays in obtaining or performance of realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the Lease, or renewal or extension thereof, or increase Credit Parties in the size respect of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord this Agreement or any other person Loan Document. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or entityenforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to enforcewhich such Guarantors are or would be entitled by virtue of their obligations hereunder, assert any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or remedy reimbursement. To the extent not released by such Guarantors under this Article 3, each of Landlord under the Lease Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or this Guaranty; (iv) settlement or compromise contribution in respect of any Guaranteed Obligation; Obligations guaranteed hereby. With respect to this Agreement and the other Loan Documents, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (va) release or discharge the maturity of Tenant the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any creditor’s receivershipstay, bankruptcy injunction or other proceedings; (vi) impairment, limitation or modification prohibition preventing such acceleration in respect of the liability of Tenant Obligations guaranteed hereby, and (or its estate b) in bankruptcy), or the event of any remedy declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the enforcement benefit of Tenant’s liability under each of its creditors (including, without limitation, the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (viiCredit Parties) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to that any payment or performance referred to in this Article 3 by Guarantor; (ii) waives any right to enforce any remedy a Guarantor may now or hereafter have against Tenant due to any shall constitute a contribution of capital by such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations Borrower (or an investment in favor the equity capital of Landlordthe Borrower by such Guarantor).

Waivers and Releases. a. Guarantor Holdco hereby waives marshaling notice of, and consents to, any extension of assets and liabilities, sale in inverse order time of alienation, presentment, demand for payment, protestrenewals, notice releases of acceptance collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Senior Credit Parties in respect of this GuarantyAgreement, notice the Notes or any other Loan Document. Until the Senior Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of nonpaymentthe Senior Credit Parties, notice Holdco hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which Holdco is or would be entitled by virtue of dishonorits obligations hereunder, notice any payment made pursuant hereto or the exercise by the Senior Credit Parties of accelerationtheir rights with respect to any Collateral, notice of intent including any such claims to accelerate and all other notices, demands, suits or other actions otherwise required which Holdco may be entitled as a condition to Landlord’s exercise result of its rights under any right of subrogation, exoneration or reimbursement. To the Lease or this Guaranty. Guarantor’s liability hereunder shall extent that the Borrower may not be released by Xxxxxxxx’s receiptHoldco under this Article 3, application Holdco agrees that, until the Senior Obligations have been paid in full in cash or release otherwise satisfied to the satisfaction of security given for performance the Senior Credit Parties, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any such obligationsSenior Obligations guaranteed hereby. With respect to this Agreement and the Notes, nor shall Guarantor be released by reason Holdco hereby waives presentment, protest, demand of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by payment, notice of dishonor and all other notices and demands whatsoever. Holdco further agrees that, as between Holdco, on the one hand, and the Senior Credit Parties, on the other hand, (i) the maturity of the Senior Obligations guaranteed hereby may be accelerated as provided in Section 10.2 hereof for the purposes of this Guarantee, notwithstanding any extension stay, injunction or other prohibition preventing such acceleration in respect of time for payment or performance of any Guaranteed Obligations; the Senior Obligations guaranteed hereby, and (ii) supplementation in the event of any declaration of acceleration of such Senior Obligations as provided in Section 10.2 hereof, such Senior Obligations (whether or amendment (material not otherwise due and payable) shall forthwith become due and payable by Holdco for purposes of this guarantee. The Obligations of Holdco under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Senior Obligations guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and Holdco agrees that it will indemnify the Senior Credit Parties on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of incurred by the Lease, Senior Credit Parties in connection with such rescission or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoeverrestoration. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor The Parent hereby waives marshaling notice of, and consents to, any extension of assets time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Agents, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Agents, the Issuing Banks and liabilitiesthe Lenders, sale the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in inverse order a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of alienationits obligations hereunder, any payment made pursuant hereto or the exercise by the Agents, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Agents, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, demand for payment, protest, demand of payment, notice of acceptance dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Agents, the Issuing Banks and the Lenders, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notice of nonpaymentnotwithstanding any stay, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits injunction or other actions otherwise required as a condition to Landlord’s exercise prohibition preventing such acceleration in respect of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receiptObligations guaranteed hereby, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of any Guaranteed Obligations; and (ii) supplementation in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether or amendment (material not otherwise due and payable) shall forthwith become due and payable by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Agents, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of incurred by the LeaseAgents, the Issuing Banks and the Lenders in connection with such rescission or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoeverrestoration. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor waives marshaling Any failure by the Beneficiary to insist upon the strict performance by the Grantor of assets any of the terms and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder provisions hereof shall not be released deemed to be a waiver of any of the terms and provisions hereof, and the Beneficiary, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by Xxxxxxxx’s receiptthe Grantor of any and all of the terms and provisions of this Deed of Trust. Neither the Grantor nor any other person now or hereafter obligated for the payment of the whole or any part of the Indebtedness shall be relieved of such obligation by reason of (i) the failure of the Beneficiary to comply with any request of the Grantor, application (ii) the failure of the Beneficiary to take action to foreclose this Deed of Trust or release otherwise enforce any of the provisions of this Deed of Trust or any of the other Documents, (iii) the release, regardless of consideration, of the whole or any part of the security given held for performance the Indebtedness, or (iv) any agreement or stipulation between any subsequent owner(s) of the Premises and the Beneficiary extending the time of payment or modifying the terms of the Note or Deed of Trust, without first having obtained the consent of the Grantor or such other person; and regardless of the occurrence of any such obligationsevent, nor the Grantor and all such other persons shall Guarantor continue to be liable to make payments hereunder unless expressly released and discharged in writing by reason the Beneficiary. Regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Premises, the Beneficiary may release the obligation of anyone at any time liable for any of the Indebtedness or any part of the security held for the Indebtedness, resort for the payment of the Indebtedness to any other security held by the Beneficiary in such order and manner as the Beneficiary may elect, or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension extend the time of time for payment or performance otherwise modify the terms of the Note, this Deed of Trust or any of the other Documents without in any way impairing or affecting the lien of this Deed of Trust or its priority over any subordinate lien. The holder of any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the Lease, or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has subordinate lien shall have no right to terminate any lease affecting the Premises whether or not such lease is subordinate to this Deed of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of LandlordTrust.

Waivers and Releases. a. Guarantor Each of the Guarantors hereby waives marshaling of assets notice of, and liabilitiesconsents to, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment of payment, renewals, releases of Collateral, delays in obtaining or performance of realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the Lease, or renewal or extension thereof, or increase Credit Parties in the size respect of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord this Agreement or any other person Loan Document. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or entityenforce (whether by or in a legal or equitable proceeding or otherwise), any “claims” (as defined in 11 U.S.C. § 101(4)), whether arising under Applicable Law or otherwise, to enforcewhich such Guarantors are or would be entitled by virtue of their obligations hereunder, assert any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or remedy reimbursement. To the extent not released by such Guarantors under this Article 3, each of Landlord under the Lease Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or this Guaranty; (iv) settlement or compromise contribution in respect of any Guaranteed Obligation; Obligations guaranteed hereby. With respect to this Agreement and the other Loan Documents, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (va) release or discharge the maturity of Tenant the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any creditor’s receivershipstay, bankruptcy injunction or other proceedings; (vi) impairment, limitation or modification prohibition preventing such acceleration in respect of the liability of Tenant Obligations guaranteed hereby, and (or its estate b) in bankruptcy), or the event of any remedy declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrower for the enforcement benefit of Tenant’s liability under each of its creditors (including, without limitation, the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (viiCredit Parties) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to that any payment or performance referred to in this Article 3 by Guarantor; (ii) waives any right to enforce any remedy a Guarantor may now or hereafter have against Tenant due to any shall constitute a contribution of capital by such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations Borrower (or an investment in favor the equity capital of Landlordthe Borrower by such Guarantor).

Waivers and Releases. a. Guarantor The Parent hereby waives marshaling notice of, and consents to, any extension of assets time of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Administrative Agent, the Issuing Banks or any of the Lenders in respect of this Agreement, the Notes or any other Loan Document. Until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and liabilitiesthe Lenders, sale the Parent hereby releases the Borrowers from all, and agrees not to assert or enforce (whether by or in inverse order a legal or equitable proceeding or otherwise) any, "claims" (as defined in 11 X.X.X.xx. 101(4)), whether arising under Applicable Law or otherwise, to which the Parent is or would be entitled by virtue of alienationits obligations hereunder, any payment made pursuant hereto or the exercise by the Administrative Agent, the Issuing Banks or any of the Lenders of their rights with respect to any Collateral, including any such claims to which the Parent may be entitled as a result of any right of subrogation, exoneration or reimbursement. To the extent that the Borrowers may not be released by the Parent under this Section 2.17, the Parent agrees that, until the Obligations have been paid in full in cash or otherwise satisfied to the satisfaction of the Administrative Agent, the Issuing Banks and the Lenders, it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations Guaranteed hereby. With respect to this Agreement and the Notes, the Parent hereby waives presentment, demand for payment, protest, demand of payment, notice of acceptance dishonor and all other notices and demands whatsoever. The Parent further agrees that, as between the Parent, on the one hand, and the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, (i) the maturity of the Obligations Guaranteed hereby may be accelerated as provided in Section 8.2 hereof for the purposes of this Guaranty, notice of nonpaymentnotwithstanding any stay, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits injunction or other actions otherwise required as a condition to Landlord’s exercise prohibition preventing such acceleration in respect of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receiptObligations Guaranteed hereby, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of any Guaranteed Obligations; and (ii) supplementation in the event of any declaration of acceleration of such Obligations as provided in Section 8.2 hereof, such Obligations (whether or amendment (material not otherwise due and payable) shall forthwith become due and payable by the Parent for purposes of this guarantee. The Obligations of the Parent under this Section 2.17 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations Guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Parent agrees that it will indemnify the Administrative Agent, the Issuing Banks and the Lenders on demand for their out-of-pocket costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of incurred by the LeaseAdministrative Agent, the Issuing Banks and the Lenders in connection with such rescission or renewal or extension thereof, or increase in the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoeverrestoration. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor Each of the Guarantors hereby waives marshaling of assets notice of, and liabilitiesconsents to, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for payment of payment, renewals, releases of Collateral, delays in obtaining or performance of realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the Lease, or renewal or extension thereof, or increase Credit Parties in the size respect of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord this Agreement or any other person Loan Document. Each of the Guarantors hereby releases each of the Borrowers from all, and agrees not to assert or entityenforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to enforcewhich such Guarantors are or would be entitled by virtue of their obligations hereunder, assert any payment made pursuant hereto or the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any right of subrogation, exoneration or remedy reimbursement. To the extent not released by such Guarantors under this Article 3, each of Landlord under the Lease Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or this Guaranty; (iv) settlement or compromise contribution in respect of any Guaranteed Obligation; Obligations guaranteed hereby. With respect to this Agreement and the other Loan Documents, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (va) release or discharge the maturity of Tenant the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any creditor’s receivershipstay, bankruptcy injunction or other proceedings; (vi) impairment, limitation or modification prohibition preventing such acceleration in respect of the liability Obligations guaranteed hereby, and (b) in the event of Tenant any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Credit Parties in connection with such rescission or restoration. Each Guarantor further agrees with the Borrowers for the benefit of each of their respective creditors (including, without limitation, the Credit Parties) that any payment referred to in this Article 3 by a Guarantor shall constitute a contribution of capital by such Guarantor to such Borrower (or its estate an investment in bankruptcythe equity capital of such Borrower by such Guarantor), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to any payment or performance by Guarantor; (ii) waives any right to enforce any remedy Guarantor may now or hereafter have against Tenant due to any such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor Each of the Guarantors hereby waives marshaling of assets notice of, and liabilitiesconsents to, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for of payment, renewals, releases of Collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon Collateral or other indulgence from time to time granted by any of the Credit Parties in respect of this Agreement, any other Loan Document or any Credit Party Interest Hedge Agreement. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or performance the exercise by the Credit Parties of their rights with respect to any Collateral, including any such claims to which such Guarantors may be entitled as a result of any Guaranteed Obligations; right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement, the other Loan Documents and the Credit Party Interest Hedge Agreements, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Credit Parties, on the other hand, (iia) supplementation the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or amendment other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (material b) in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this Guarantee. The obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will, jointly and severally, indemnify the Credit Parties on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of incurred by the Lease, Credit Parties in connection with such rescission or renewal or extension thereof, or increase in restoration. Each Guarantor further agrees with the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy Borrower for the enforcement benefit of Tenant’s liability under each of its creditors (including, without limitation, the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (viiCredit Parties) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to that any payment or performance referred to in this Article 3 by Guarantor; (ii) waives any right to enforce any remedy a Guarantor may now or hereafter have against Tenant due to any shall constitute a contribution of capital by such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations Borrower (or an investment in favor the equity capital of Landlordthe Borrower by such Guarantor).

Waivers and Releases. a. (a) Guarantor waives marshaling of assets and liabilities, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by XxxxxxxxLandlord’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord partyLandlord Party. b. (b) This Guaranty shall in no way be affected by (i) any extension of time for payment or performance of any Guaranteed Obligations; (ii) supplementation or amendment (material or otherwise) of the Lease, or renewal or extension thereof, or increase in the size of the leased premises Premises (whether within the building Building or the propertyProject); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy for the enforcement of Tenant’s liability under the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (vii) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premisesPremises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. (c) Until all Guaranteed Obligations are fully performed, Guarantor (i) has shall have no right of subrogation against Tenant due to by reason of any payment or performance by GuarantorGuarantor of any such obligations; (ii) waives any right to enforce any remedy which Guarantor may now or hereafter may have against Tenant due to by reason of any such payment or performanceperformance by Guarantor; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations in favor of Landlord.

Waivers and Releases. a. Guarantor Each of the Guarantors hereby waives marshaling of assets notice of, and liabilitiesconsents to, sale in inverse order of alienation, presentment, demand for payment, protest, notice of acceptance of this Guaranty, notice of nonpayment, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices, demands, suits or other actions otherwise required as a condition to Landlord’s exercise of its rights under the Lease or this Guaranty. Guarantor’s liability hereunder shall not be released by Xxxxxxxx’s receipt, application or release of security given for performance of any such obligations, nor shall Guarantor be released by reason of any lien held or executed upon Tenant and/or its assets by any landlord party. b. This Guaranty shall in no way be affected by (i) any extension of time for of payment, renewals, releases of collateral, delays in obtaining or realizing upon or failures to obtain, perfect, or maintain perfection of, or realize upon collateral or other indulgence from time to time granted by any of the Lenders, the Arranging Agents or the Administrative Agent in respect of this Agreement, the Revolving Notes or any other Loan Document. Each of the Guarantors hereby releases the Borrower from all, and agrees not to assert or enforce (whether by or in a legal or equitable proceeding or otherwise), any "claims" (as defined in 11 U.S.C. ss. 101(4)), whether arising under Applicable Law or otherwise, to which such Guarantors are or would be entitled by virtue of their obligations hereunder, any payment made pursuant hereto or performance the exercise by the Lenders, the Arranging Agents or the Administrative Agent of their rights with respect to any collateral, including any such claims to which such Guarantors may be entitled as a result of any Guaranteed Obligations; right of subrogation, exoneration or reimbursement. To the extent not released by such Guarantors under this Article 3, each of the Guarantors agrees that it shall not be entitled to any right of subrogation, exoneration, reimbursement or contribution in respect of any Obligations guaranteed hereby. With respect to this Agreement and the Revolving Notes, each of the Guarantors hereby waives presentment, protest, demand of payment, notice of dishonor and all other notices and demands whatsoever. Each of the Guarantors further agrees that, as between such Guarantor, on the one hand, and the Administrative Agent, the Arranging Agents and the Lenders, on the other hand, (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Section 9.2 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (ii) supplementation in the event of any declaration of acceleration of such Obligations as provided in Section 9.2 hereof, such Obligations (whether or amendment (material not due and payable) shall forthwith become due and payable by each of the Guarantors for purposes of this guarantee. The Obligations of the Guarantors under this Article 3 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower is rescinded or must otherwise be restored by any holder of any of the Obligations guaranteed hereunder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Lenders, the Arranging Agents and the Administrative Agents on demand for reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of incurred by the LeaseLenders, the Arranging Agents, or renewal the Administrative Agent in connection with such rescission or extension thereof, or increase in restoration. Each Guarantor further agrees with the size of the leased premises (whether within the building or the property); (iii) any failure, omission, delay or lack of diligence by Landlord or any other person or entity, to enforce, assert or exercise any right or remedy of Landlord under the Lease or this Guaranty; (iv) settlement or compromise of any Guaranteed Obligation; (v) release or discharge of Tenant in any creditor’s receivership, bankruptcy or other proceedings; (vi) impairment, limitation or modification of the liability of Tenant (or its estate in bankruptcy), or of any remedy Borrower for the enforcement benefit of Tenant’s liability under each of its creditors (including, without limitation, the Lease, resulting from the operation of any present or future provision of the United States Bankruptcy Code or other statute or from the decision of any court; (viiCredit Parties) rejection or disaffirmance of the Lease in any such proceedings; (viii) assignment, sublease or other transfer of the Lease or the leased premises, or any interest therein, by Landlord or Tenant; (ix) any disability or other defense of Tenant; or (x) cessation of Tenant’s liability for any cause whatsoever. c. Until all Guaranteed Obligations are fully performed, Guarantor (i) has no right of subrogation against Tenant due to that any payment or performance referred to in Article 3 by Guarantor; (ii) waives any right to enforce any remedy a Guarantor may now or hereafter have against Tenant due to any shall constitute a contribution of capital by such payment or performance; and (iii) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to the Guaranteed Obligations Borrower (or an investment in favor the equity capital of Landlordthe Borrower by such Guarantor).