Common use of Waivers by Guarantors Clause in Contracts

Waivers by Guarantors. To the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: (a) Any right to require Administrative Agent or any Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; (b) The defense of the statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in full.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower or any Borrower, any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue guarantor (including any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;Guarantor) of (bi) The defense any principles or provisions of Law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerSwap Contracts or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrowers and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, Law which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Secured Parties: (a) Any any right to require Administrative Agent any Secured Party, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other Guarantor (including any other Guarantor) of the applicable Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent or from any Lender at Borrower, any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;such other (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or Lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agentor under any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in connection with Section 7.04 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term any defenses (other than defense of any Guaranteed Obligation; (hpayment or performance in full) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate Guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives to the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: for the benefit of Lenders: (a) Any any right to require Administrative Agent any Lender, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Lender at in favor of any time Credit Party or to any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Lender whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy authority or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust disability or other security or other security interest securing the Guaranteed Obligations, whether or not the liability defense of Borrower or any other obligor for such deficiency is discharged pursuant to statute Guarantor including any defense based on or judicial decision. Guarantors hereby irrevocably waive reliance on arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any anti-deficiency statute, through subrogation agreement or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive instrument relating thereto (i) any notice that is specifically required to principles or provisions of law, statutory or otherwise, which are or might be given to Guarantors hereunder in conflict with the terms hereof and any legal or under any other Loan Documents or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any defense statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) have been satisfied in fullany defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (1) proceed against Borrower the Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (2) proceed against or exhaust any security held by Administrative Agent from the Company, any such other guarantor or any Lender at other Person, (3) proceed against or have resort to any time balance of any deposit account or to credit on the books of any Beneficiary in favor of any Credit Party or any other Person, or (4) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder;arising by reason (ci) Any defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) any rights to set offs, recoupments and counterclaims, (iii) promptness, diligence and any requirement that may arise by reason of the incapacityany Beneficiary protect, lack of authoritysecure, death perfect or disability of insure any other person security interest or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy lien or any other proceedingproperty subject thereto, and (iv) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Company and notices of any of the matters referred to in connection with Section 9(c) and any obligation or evidence of indebtedness held by Administrative Agent or right to consent to any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; thereof; and (f) Any right any defenses or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for exonerate guarantors or sureties, or which may conflict with the Loan; (j) Any invalidity, irregularity or unenforceabilityterms hereof, in whole or each case other than the indefeasible payment in part, full of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in full.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (1) proceed against Borrower the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (2) proceed against or exhaust any security held by Administrative Agent from the Borrower, any such other guarantor or any Lender at other Person, (3) proceed against or have resort to any time balance of any deposit account or to credit on the books of any Beneficiary in favor of any Loan Party or any other Person, or (4) pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;other (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set offs, recoupments and Lenderscounterclaims, to file (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto, and (v) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerSecured Swap Agreements, Administrative Agentthe Secured Cash Management Services Agreements or any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in connection with Section 7.3 and any obligation or evidence of indebtedness held by Administrative Agent or right to consent to any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; thereof; and (f) Any right any defenses or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for exonerate guarantors or sureties, or which may conflict with the Loan; (j) Any invalidity, irregularity or unenforceabilityterms hereof, in whole or each case other than the indefeasible payment in part, full of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in full.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from any Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any deposit account or to credit on the books of any Beneficiary in favor of any Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existencecessation of the (i) any principles or provisions of Law, creation statutory or incurring otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any new statute of limitations affecting such Guarantor’s liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerSwap Contracts or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrowers and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, Law which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrowers, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrowers, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Borrowers or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrowers or any other proceedingGuarantor including any (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any other person statute of limitations affecting such Guarantor’s liability hereunder or persons; the enforcement hereof, (diii) Demandany rights to set offs, presentment for paymentrecoupments and counterclaims, notice and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agentor any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Company, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Company or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of validity or the unenforceability of 73 CREDIT AND GUARANTY AGREEMENT (i) any thereofprinciples or provisions of law, includingstatutory or otherwise, without limiting which are or might be in conflict with the generality terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the foregoing, notice of the existence, creation or incurring benefit of any new statute of limitations affecting such Guarantor's liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerInterest Rate Agreements or Currency Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in connection with SECTION 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Lender Group: (a) Any any right to require Administrative Agent any member of the Lender Group, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;Person, (iii) proceed (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any action hereunder; rights to set-offs, recoupments and counterclaims, and (civ) Any defense promptness, diligence and any requirement that may arise by reason any member of the incapacityLender Group protect, lack of authoritysecure, death perfect or disability of insure any other person security interest or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agentor any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 17.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower either Borrower, any other guarantor (including any other Guarantor) of the Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from either Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any deposit account or to pursue credit on the books of any other remedy Beneficiary in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;favor of 62 (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor's liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Obligations or any other instrument agreement related thereto, notices of any extension of credit to either Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives: (a) acceptance or notice of acceptance of this Guaranty by the Secured Parties; (b) notice of any action taken or omitted by the Secured Parties in reliance hereon; (c) any duty on the part of any Secured Party to disclose to the Guarantors, or any of them, any facts it may now or hereafter know regarding the Borrower or any other Guarantor; (d) notice of presentment and demand for payment or performance of any of the Obligations; (e) protest and notice of dishonor or of default to the Guarantors, or any of them, or to any other party with respect to the payment or performance of the Obligations hereby guaranteed; (f) any and all other notices whatsoever from any Secured Party to which the Guarantors, or any of them, might otherwise be entitled; and (g) any requirement that any Secured Party be diligent or prompt in making demands hereunder, giving notice of any default by the Borrower or asserting any other right of any Secured Party hereunder. Each Guarantor also irrevocably waives, to the fullest extent permitted by law, Guarantors hereby waive and agree agrees not to assert or take advantage of: (a) Any right to require Administrative Agent or of any Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender and all defenses which at any time or may be available in respect of such Guarantor’s obligations to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; the Secured Parties hereunder by virtue of: (bi) The defense of the statute of limitations in any action hereunder; hereunder or for the collection or the performance of any of the Obligations; (cii) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any Guarantor or any other person or persons entity, or the failure of Administrative Agent, on behalf of itself and Lenders, any Secured Party to file or enforce a claim against the estate (either in administration, bankruptcy bankruptcy, or any other proceeding) of the Borrower, any Guarantor or any other person or persons; entity; (diii) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices the failure of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, Secured Party to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument whomsoever, in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; the Obligations; (eiv) Any defense based upon an election of remedies by Administrative Agent any Secured Party which destroys or otherwise impairs any subrogation rights of the Guarantors, or any Lender; of them, the right of a Guarantor to proceed against the Borrower for reimbursement, or the right of a Guarantor to seek contribution from any co-guarantor, or all or any combination of such rights; (fv) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term failure of any Guaranteed Obligation; (h) Any duty on Secured Party to commence an action against the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidityGuarantor, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under Person; (vi) any other debtor relief law (whether statutoryhomestead exemption, common lawvaluation, case stay, moratorium law or otherwise) of any jurisdiction whatsoever, other similar law now or hereafter in effect; (vii) any defense based on lack of due diligence by any Secured Party in collection, which may be protection or become applicablerealization upon any collateral securing the Obligations; (viii) any and all rights the Guarantors, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rightsthem, whether may now or hereafter requiredhave arising under N.C. Gen. Stat. §26-7; (ix) the amendment of, which Administrative Agent supplement to or waiver of any provision of the Credit Agreement, the Notes or any such Lender may have against Guarantors or other Loan Documents, (x) the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action failure of any courtGuarantor to receive any benefit from or as a result of its execution, whether pursuant delivery and performance of this Guaranty; and (xi) any other legal or equitable defenses whatsoever to which the Bankruptcy Reform Act of 1978, as amendedGuarantors, or any other debtor relief law (whether statutoryof them, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullentitled.

Waivers by Guarantors. To the extent permitted by applicable law, Guarantors each Guarantor hereby waive and agree not to assert or take advantage of: waives, for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy authority or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust disability or other security or other security interest securing the Guaranteed Obligations, whether or not the liability defense of Borrower or any other obligor for such deficiency is discharged pursuant to statute Guarantor including any defense based on or judicial decision. Guarantors hereby irrevocably waive reliance on arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any anti-deficiency statute, through subrogation agreement or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive instrument (i) any notice that is specifically required to principles or provisions of law, statutory or otherwise, which are or might be given to Guarantors hereunder in conflict with the terms hereof and any legal or under any other Loan Documents or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any defense statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (0 notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) have been satisfied in full.any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Company, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of (i) any principles or provisions of authoritylaw, death statutory or disability otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any other person or persons statute of limitations affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrowers, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrowers, any such other guarantor or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;Person, (iii) proceed (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from any Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of any Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;the EXECUTION 115 (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor's liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the benefit of Beneficiaries, to the maximum extent permitted by applicable law, Guarantors hereby waive and agree not to assert or take advantage of: : (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Company, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any deposit account or to credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;118 CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor's liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default under this Agreement, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidityexonerate guarantors or sureties, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit conflict with the ability terms hereof (other than payment in full in Cash of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in full).

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Company, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Company or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existencecessation of the liability of Company or any other Guarantor from any cause other (i) any principles or provisions of law, creation statutory or incurring otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any new statute of limitations affecting such Guarantor's liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of:Each Guarantor hereby (a) Any right to require Administrative notice of the acceptance by the Agent or any Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; and the Lenders of this Guaranty, (b) The defense notice of the statute existence or creation or nonpayment of limitations in all or any action hereunder; of the Guaranteed Obligations, (c) Any defense that may arise by reason of the incapacitypresentment, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) Demand, presentment for paymentdemand, notice of nonpayment, intent to accelerate, accelerationdishonor, protest, notice of protest and all other notices whatsoever, either in respect of this Guaranty or any or all of the Guaranteed Obligations, (d) all diligence in collection or protection of, or realization upon, the Guaranteed Obligations, any obligations hereunder, or any security for or guaranty of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of (e) any new or additional indebtedness or obligation or of any action or non-action requirement on the part of the Lenders to mitigate the damages resulting from the default of a Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim the benefit of right to cause a marshalling of the assets of Guarantors; all appraisement, valuation, marshalling, forbearance, stay, extension, redemption, homestead, exemption and moratorium laws, and (g) Any law affecting any obligation the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender Lenders may have to disclose to Guarantors such Guarantor any facts Administrative Agent or such Lender may the Lenders now or hereafter may know about or have reasonably available to them regarding a Borrower or its financial condition, whether or not the Pool Property, regardless of whether Administrative Agent Lenders have a reasonable opportunity to communicate such facts or such Lender has have reason to believe that any such facts are unknown to such Guarantor or materially increase the risk to such Guarantor beyond that which Guarantors intend the risk such Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of hereunder. Each Guarantor also expressly waives any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim requirement that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary Lenders first commence any action or involuntary bankruptcy proceeding of Borrower) assert any right against a Borrower or any other stay provided under any other debtor relief law (whether statutoryobligor, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any right against any security securing any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not join the liability of Borrower or Borrowers in any other obligor for action the Lenders may bring against such deficiency is discharged pursuant to statute or judicial decisionGuarantor under this Guaranty. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense Each Guarantor acknowledges that the Lenders have no obligation to obtain, perfect or retain a security interest in any property to secure any of the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullObligations.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Lender Group: (a) Any any right to require Administrative Agent any member of the Lender Group, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any member of the Lender at Group in favor of Borrower or any time other Person, or to (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; member of the Lender Group whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy authority or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust disability or other security or other security interest securing the Guaranteed Obligations, whether or not the liability defense of Borrower or any other obligor for such deficiency is discharged pursuant to statute Guarantor including any defense based on or judicial decision. Guarantors hereby irrevocably waive reliance on arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any anti-deficiency statute, through subrogation agreement or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive instrument (i) any notice that is specifically required to principles or provisions of law, statutory or otherwise, which are or might be given to Guarantors hereunder in conflict with the terms hereof and any legal or under any other Loan Documents or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any defense statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any member of the Lender Group protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 17.4 and any right to consent to any thereof; and (g) have been satisfied in fullany defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, to the fullest extent permitted by lawapplicable Law, Guarantors hereby waive and agree not to assert or take advantage of: for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Issuer, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Issuer, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Issuer or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authorityauthority or any disability or other defense of Issuer or any other (i) any principles or provisions of Law, death statutory or disability otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any other person or persons statute of limitations affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agentor any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Issuer or issuances of Notes and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, Law which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, to the extent permitted by applicable law, Guarantors hereby waive for the benefit of the Administrative Agent and agree not to assert or take advantage of: Lenders: (a) Any any right to require the Administrative Agent or any Lender Lender, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the any Lender in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent or any Lender at protect, secure, perfect or insure any time security interest or to pursue any other remedy in Administrative Agent’s Lien or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; property subject thereto; (bf) The defense notices, demands, presentments, protests, notices of the statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agentor any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 8.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby, to the fullest extent permitted by lawit may legally do so, Guarantors hereby waive and agree not to assert or take advantage of: waives, for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent or from any Lender at Borrower, any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;such other (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agentor any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Holder’s Freedom to Act. Each Guarantor agrees that the extent permitted by Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any law, Guarantors hereby waive and agree not to assert regulation or take advantage of: (a) Any right to require Administrative Agent order now or hereafter in effect in any Lender to proceed against Borrower jurisdiction affecting any of such terms or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; (b) The defense the rights of the statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacityHolder with respect thereto. Each Guarantor waives promptness, lack of authoritydiligences, death or disability of any other person or persons or the failure of Administrative Agentpresentment, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, accelerationdemand, protest, notice of protest acceptance, notice of any Obligations incurred and all other notices of any kindkind (except the Guaranteed Default Notice and any other notice specifically required to be given to such Guarantor under this Guaranty), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Maker or any other entity or other person primarily or secondarily liable with respect to any of the Obligations, any defense, setoff, counterclaim, or claim of any nature or kind arising from the present or future lack of validity or enforceability of any thereofObligation, including, without and all suretyship defenses generally. Without limiting the generality of the foregoing, notice of each Guarantor agrees to the existence, creation or incurring provisions of any new instrument evidencing or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument otherwise executed in connection with any obligation Obligation and agrees that the obligations of such Guarantor hereunder shall not be released or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceabilitydischarged, in whole or in part, of any one or more otherwise affected by (a) the failure of the Loan Documents; (k) Any deficiencies in the collateral for the Loan Holder to assert any claim or any deficiency in the ability of Administrative Agent or any Lender to collect demand or to obtain performance from enforce any persons right or entities now or hereafter liable for remedy against the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) Maker or any other stay provided under entity or other person primarily or secondarily liable with respect to any of the Obligations; (b) any extensions, compromise, refinancing, consolidation or renewals of any Obligation; (c) any change in the time, place or manner of payment of any of the Obligations or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions of the Note or any other debtor relief law agreement evidencing, securing or otherwise executed in connection with any of the Obligations, (whether statutoryd) the addition, common law, case law substitution or otherwise) release of any jurisdiction whatsoeverentity or other person primarily or secondarily liable for any Obligation; (e) the adequacy of any means of obtaining repayment of any of the Obligations; or (f) any other act or omission which might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a release or discharge of such Guarantor, now or hereafter in effect, all of which may be or become applicable, shall operate or be interpreted done without notice to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorGuarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to To the fullest extent permitted by applicable law, for each Guarantor hereby expressly waives any deficiency remaining after foreclosure and all rights or defenses arising by reason of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder “one action” or under “anti-deficiency” law which would otherwise prevent the Holder from bringing any action, including any claim for a deficiency, or exercising any other Loan Documents right or remedy (including any right of set-off), against such Guarantor or (ii) any defense that other law which in any other way would otherwise require any election of remedies by the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullHolder.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from any Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of any Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existence, creation or incurring cessation of the liability of any new Borrower or additional indebtedness any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from the Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of any Credit Party or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existencecessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides (i) any principles or provisions of law, creation statutory or incurring otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any new statute of limitations affecting such Guarantor’s liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Guaranteed Creditors: (a) Any any right to require Administrative Agent any Guaranteed Creditor, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from any Borrower, any such other guarantor (including any other Guarantor) or any Lender at other Person, (iii) proceed against or have resort to any time balance of any deposit account or to credit on the books of any Guaranteed Creditor in favor of any Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or any Lender’s the power or under any other agreement before proceeding against Guarantors hereunder;of 154 #93457508v14 (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Guaranteed Creditor protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerSecured Hedging Agreements, Administrative Agentthe Secured Cash Management Agreements or any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in connection with Section 14.04 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decisionsureties, or which may conflict with the terms hereof. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in full.16.06

Waivers by Guarantors. To the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: (a) Any right to require Administrative Agent or any Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; (b) The defense of the statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the LoanLoans; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan Loans or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the LoanLoans; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan Loans by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in full.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Company, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authorityauthority or any (i) any principles or provisions of law, death statutory or disability otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any other person or persons statute of limitations affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, under the part of BorrowerHedge Agreements or under any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;Person, (iii) proceed (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agentor any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 7.3 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Company, any such other guarantor or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;Person, (iii) proceed Credit and Guaranty Agreement (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerInterest Rate Agreements or Currency Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (1) proceed against Borrower the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (2) proceed against or exhaust any security held by Administrative Agent from the Borrower, any such other guarantor or any Lender at other Person, (3) proceed against or have resort to any time balance of any deposit account or to credit on the books of any Beneficiary in favor of any Loan Party or any other Person or (4) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder;arising by reason of (ci) Any defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) any rights to set offs, recoupments and counterclaims, (iii) promptness, diligence and any requirement that may arise by reason of the incapacityany Beneficiary protect, lack of authoritysecure, death perfect or disability of insure any other person security interest or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy lien or any other proceedingproperty subject thereto and (iv) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in connection with Section 7.3 and any obligation or evidence of indebtedness held by Administrative Agent or right to consent to any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; thereof; and (f) Any right any defenses or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for exonerate guarantors or sureties, or which may conflict with the Loan; (j) Any invalidity, irregularity or unenforceabilityterms hereof, in whole or each case other than the indefeasible payment in part, full of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in full.

Waivers by Guarantors. To the extent permitted by lawApplicable Law, Guarantors each Guarantor hereby waive and agree not to assert or take advantage of: waives, for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoingGuaranteed Obligations or any agreement or instrument (i) any principles or provisions of law, notice statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the existence, creation or incurring benefit of any new statute of limitations affecting such Guarantor’s liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements, Administrative Agentthe Cash Management Agreements or any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidityexonerate guarantors or sureties, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit conflict with the ability terms hereof. The Guarantor incorporated under the laws of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liableMexico hereby waives, to the fullest extent permitted by applicable lawLaw, the benefits of orden, excusión y división and all other rights and benefits provided for any deficiency remaining after foreclosure in Articles 2813, 2814, 2815, 2816, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2824, 2826, 2827, 2836, 2838, 2839, 2840, 2846, 2848 and 2849 of the Federal Civil Code (Código Civil Federal), and the corresponding provisions of the Civil Codes of any mortgage, security deed, deed State of trust or other security or other security interest securing Mexico and the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullFederal District.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower or NewPageCo, any other person or to proceed against or exhaust guarantor (including any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;other (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to NewPageCo and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, to the extent permitted by applicable law, Guarantors hereby waive and agree not to assert or take advantage of: for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of any Credit Party or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authorityauthority or (i) any principles or provisions of law, death statutory or disability otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any other person or persons statute of limitations affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower or Borrower, any other person or to proceed against or exhaust guarantor (including any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;other (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerInterest Rate Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower or Borrower, any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue guarantor (including any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;Guarantor) of the (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, to the extent permitted by applicable law, Guarantors hereby waive and agree not to assert or take advantage of: for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existence, creation or incurring cessation of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor Guarantor from any cause other than payment in full of the Guaranteed Obligations (other than contingent obligations for such deficiency is discharged pursuant to which no claim has been made); (c) any defense based upon any statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall rule of law which provides that the obligation of a surety must be neither larger in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary amount nor in this paragraph, Guarantors do not waive other (i) any notice principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that is specifically required to be given to Guarantors any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or under any other Loan Documents agreement or (ii) instrument related thereto, notices of any defense that renewal, extension or modification of the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) have been satisfied in fullany defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower or Borrower, any other person or to proceed against or exhaust guarantor (including any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;other (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Secured Parties: (a) Any any right to require Administrative Agent any Secured Party, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the applicable Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from any Borrower, any such other Guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any deposit account or to credit on the books of any Secured Party in favor of any Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Secured Party whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existence, creation or incurring cessation of the liability of any new Borrower or additional indebtedness any other Guarantor from any cause other than payment in full of the applicable Guaranteed Obligations; (c) any defense based upon (i) any principles or obligation provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in connection with Section 7.04 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives: (a) acceptance or notice of acceptance of this Guaranty by the Bank; (b) notice of any action taken or omitted by the Bank in reliance hereon; (c) any duty on the part of the Bank to disclose to the Guarantors, or any of them, any facts it may now or hereafter know regarding the Borrower or any other Guarantor; (d) notice of presentment and demand for payment or performance of any of the Obligations; (e) protest and notice of dishonor or of default to the Guarantors, or any of them, or to any other party with respect to the payment or performance of the Obligations hereby guaranteed; (f) any and all other notices whatsoever from the Bank to which the Guarantors, or any of them, might otherwise be entitled; and (g) any requirement that the Bank be diligent or prompt in making demands hereunder, giving notice of any default by the WCSR 3452315v1 Borrower or asserting any other right of the Bank hereunder. Each Guarantor also irrevocably waives, to the fullest extent permitted by law, Guarantors hereby waive and agree agrees not to assert or take advantage of: (a) Any right to require Administrative Agent or of any Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender and all defenses which at any time or may be available in respect of such Guarantor’s obligations to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; the Bank hereunder by virtue of: (bi) The defense of the statute of limitations in any action hereunder; hereunder or for the collection or the performance of any of the Obligations; (cii) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any Guarantor or any other person or persons entity, or the failure of Administrative Agent, on behalf of itself and Lenders, the Bank to file or enforce a claim against the estate (either in administration, bankruptcy bankruptcy, or any other proceeding) of the Borrower, any Guarantor or any other person or persons; entity; (diii) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality failure of the foregoing, Bank to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument whomsoever, in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; the Obligations; (eiv) Any defense based upon an election of remedies by Administrative Agent the Bank which destroys or otherwise impairs any subrogation rights of the Guarantors, or any Lender; of them, the right of a Guarantor to proceed against the Borrower for reimbursement, or the right of a Guarantor to seek contribution from any co-guarantor, or all or any combination of such rights; (fv) Any right or claim of right to cause a marshalling the failure of the assets of Guarantors; (g) Any law affecting Bank to commence an action against the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidityGuarantor, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under Person; (vi) any other debtor relief law (whether statutoryhomestead exemption, common lawvaluation, case stay, moratorium law or otherwise) of any jurisdiction whatsoever, other similar law now or hereafter in effect; (vii) any defense based on lack of due diligence by the Bank in collection, which may be protection or become applicablerealization upon any collateral securing the Obligations; (viii) any and all rights the Guarantors, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rightsthem, whether may now or hereafter requiredhave arising under North Carolina General Statutes §26-7; (ix) the amendment of, which Administrative Agent supplement to or waiver of any provision of the Credit Agreement, the Note or any such Lender may have against Guarantors or other Loan Documents, (x) the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action failure of any courtGuarantor to receive any benefit from or as a result of its execution, whether pursuant delivery and performance of this Guaranty; and (xi) any other legal or equitable defenses whatsoever to which the Bankruptcy Reform Act of 1978, as amendedGuarantors, or any other debtor relief law (whether statutoryof them, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullentitled.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;credit on the books of any (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part default hereunder notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage ofbenefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower or Borrower, any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue guarantor (including any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;Guarantor) of the Guaranteed (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedging Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 11.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive benefit of Agent and agree not to assert or take advantage of: each Lender: (a) Any any right to require Administrative Agent or any Lender Lender, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative from any Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, Securities Account or Commodities Account or credit on the books of Agent or any Lender at in favor of any time Borrower or to any other Person, or (iv) pursue any other remedy in Administrative Agent’s the power of Agent or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Lender whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceedingGuarantor including any defense based on or arising (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any other person statute of limitations affecting such Guarantor’s liability hereunder or persons; the enforcement hereof, (diii) Demandany rights to set-offs, presentment for paymentrecoupments and counterclaims, notice and (iv) promptness, diligence and any requirement that Agent or any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in connection with Section 14.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any exonerate guarantors or sureties, or which may conflict with the terms hereof other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to than Full Payment of the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullObligations.

Waivers by Guarantors. To the extent permitted by law, Guarantors Each Guarantor hereby waive and agree not to assert or take advantage of: (a) Any right to require Administrative Agent or any Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; (b) The defense of the statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liablewaives, to the fullest extent permitted by applicable law, for the benefit of Beneficiaries: (a) any deficiency remaining after foreclosure right to require any Beneficiary, as a (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any mortgagestatute of limitations affecting such Guarantor's liability hereunder or the enforcement hereof, security deed(iii) any rights to set-offs, deed of trust recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or other security or other insure any security interest securing or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. As used in this paragraph, any reference to "the principal" includes Company, and any reference to "the creditor" includes Administrative Agent and each other Beneficiary. In accordance with Section 2856 of the California Civil Code (a) each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including without limitation any and all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Guaranteed Obligations, whether or not the liability of Borrower or to any other obligor for guarantor of any of the Guaranteed Obligations with respect to any of such deficiency is discharged guarantor's obligations under its guaranty, in either case pursuant to statute the antideficiency or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statuteother laws of the State of California limiting or discharging the principal's indebtedness or such guarantor's obligations, through including without limitation Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure; and (b) each Guarantor waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed such Guarantor's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any other guarantor of any of the Guaranteed Obligations, has destroyed such Guarantor's rights of contribution against such other guarantor. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary waivers set forth in this paragraph. As provided below, Guarantors do this Guaranty shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York. This paragraph is included solely out of an abundance of caution, and shall not waive (i) be construed to mean that any notice that is specifically required of the above-referenced provisions of California law are in any way applicable to be given this Guaranty or to Guarantors hereunder or under any other Loan Documents or (ii) any defense that of the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullObligations.

Waivers by Guarantors. To Each Guarantor hereby waives, to the fullest extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: for the benefit of Secured Parties: (a) Any any right to require Administrative Agent any Secured Party, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Secured Party in favor of any Credit Party or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Secured Party whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authorityauthority or any disability or other defense of (i) any principles or provisions of law, death statutory or disability otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any other person or persons statute of limitations affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, under the part of BorrowerCredit Documents, Administrative Agentthe Secured Hedge Agreements or any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term agreement related thereto, notices of any Guaranteed Obligation; (h) Any duty on the part extension of Administrative Agent or any Lender credit to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant Credit Party and notices of any of the matters referred to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, in Section 7.4 and any such statute shall in no way affect or impair Guarantors’ obligations right to consent to any thereof; and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (ig) any notice defenses or benefits that is specifically required to may be given to Guarantors hereunder derived from or under any other Loan Documents afforded by law which limit the liability of or (ii) any defense that exonerate guarantors or sureties, or which may conflict with the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from the Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of any Obligor or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existencecessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made and the cancellation or expiration without pending drawings or Cash (i) any principles or provisions of law, creation statutory or incurring otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any new statute of limitations affecting such Guarantor’s liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto, and (v) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in connection with Section 8.03 and any obligation or evidence of indebtedness held by Administrative Agent or right to consent to any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; thereof; and (f) Any right any defenses or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: (a) Any right to require Administrative Agent or any Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any LenderXxxxxx’s power or under any other agreement before proceeding against Guarantors hereunder; (b) The defense of the statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any LenderXxxxxx; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Unencumbered Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Unencumbered Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in full.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Holdings or Company, any guarantor (including any Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Holdings or Company, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Holdings or Company or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authorityauthority or any disability or other defense of Holdings or 106 (i) any principles or provisions of law, death statutory or disability otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any other person or persons statute of limitations affecting such Guarantor's liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument in connection with agreement related thereto, notices of any obligation extension of credit to Holdings or evidence Company and notices of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; matters referred to in Section 7.4 and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent right to consent to any thereof; and any defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from the Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any deposit account or to credit on the books of any Beneficiary in favor of any Credit Party or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoingGuaranteed Obligations or any agreement or instrument relating thereto (i) any principles or provisions of law, notice statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the existence, creation or incurring benefit of any new statute of limitations affecting such Guarantor’s liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerSecured Hedging Agreement or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in connection with Section 7.04 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunderwhich may conflict with the terms hereof. Notwithstanding anything any provision of this Agreement, any Guarantor incorporated under the laws of Brazil herein expressly waives any benefit it may have under Articles 366, 827, 829, 830, 834, 835, 837, 838 and 839 of the Civil Code of Brazil (Federal Law 10.406/02) and Article 595 of the Brazilian Civil Procedure Code (Federal Law 5.869/73); provided that no such waiver shall be construed so as to the contrary in this paragraph, Guarantors do not waive (i) prejudice any notice that is specifically required to be given to Guarantors hereunder or under right of any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed Lenders under this Guaranty (or any relevant part thereof) have been satisfied in fullAgreement, which shall be absolute.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Lenders: (a) Any any right to require Administrative Agent any Lender, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the applicable Guaranteed Obligations or any Lender to other Person, (ii) proceed against or have resort to any balance of any deposit account or credit on the books of any Lender in favor of the Borrower or any other person Person, or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to (iii) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Lender whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceedingGuarantor including any defense based (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any other person statute of limitations affecting such Guarantor’s liability hereunder or persons; the enforcement hereof, (diii) Demandany rights to set-offs, presentment for paymentrecoupments and counterclaims, notice and (iv) promptness, diligence and any requirement that any Lender protect, secure, perfect or insure any security interest or Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in connection with Section 7.04 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Guaranteed Parties: (a) Any any right to require Administrative Agent any Guaranteed Party, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower the Issuer, any other guarantor (including any other Guarantor) or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from the Issuer, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Collection Account, the Principal Reserve Account, the Interest Reserve Account or to the Notes Payment Account or credit on the books of any Guaranteed Party in favor of any Obligor or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Guaranteed Party whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Issuer or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoingGuaranteed Obligations (i) any principles or provisions of law, notice statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the existence, creation or incurring benefit of any new statute of limitations affecting such Guarantor’s liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set‑offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Guaranteed Party protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension, supplement to or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Issuer and notices of any of the matters referred to in connection with Section 12.3 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from any Company, any such other guarantor or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;Person, (iii) proceed (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerInterest Rate Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Company and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decisionsureties, or which may conflict with the terms hereof. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in full7.

Waivers by Guarantors. To the extent permitted by applicable law, Guarantors each Guarantor hereby waive and agree not to assert or take advantage of: waives, for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy authority or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust disability or other security or other security interest securing the Guaranteed Obligations, whether or not the liability defense of Borrower or any other obligor for such deficiency is discharged pursuant to statute Guarantor including any defense based on or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to arising out of the contrary in this paragraph, Guarantors do not waive lack of (i) any notice that is specifically required to principles or provisions of law, statutory or otherwise, which are or might be given to Guarantors hereunder in conflict with the terms hereof and any legal or under any other Loan Documents or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any defense statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) have been satisfied in fullany defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower or Company, any other person or to proceed against or exhaust guarantor (including any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;other (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent g)any defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from any Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of any Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existence, creation or incurring cessation of the liability of any new Borrower or additional indebtedness any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each of the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: GUARANTORS waives: (a) Any right any and all notices whatsoever with respect to require Administrative Agent this GUARANTY or with respect to any Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; (b) The defense of the statute of limitations in any action hereunder; (c) Any defense that may arise obligations owed by reason of the incapacityBORROWERS to the LENDER, lack of authorityincluding, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) Demand, presentment for paymentbut not limited to, notice of nonpayment, intent (i) the acceptance hereof by the LENDER or of the intention to accelerate, acceleration, protest, notice of protest and all other notices of any kindact by the LENDER, or any action taken by the lack of any thereofLENDER in reliance hereon, including, without limiting (ii) the generality of the foregoing, notice of the existence, creation present existence or future incurring of any new or additional indebtedness or obligation or of any action or non-action on the part obligations of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this BORROWERS to the LENDER or any other instrument in connection with any obligation terms or evidence of indebtedness held by Administrative Agent amounts thereof or any Lender; change therein, (eiii) Any defense based upon an election of remedies any default by Administrative Agent the BORROWERS or any Lender; (f) Any right or claim surety, pledgor, grantor of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent security, or any Lender to disclose to Guarantors any facts Administrative Agent PERSON who has guaranteed or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, secured in whole or in partpart any of the obligations of the BORROWERS to the LENDER, and (iv) the obtaining or release of any one guaranty or more surety agreement, pledge, assignment, or other security for any of the Loan Documents; obligations of the BORROWERS to the LENDER; (kb) Any deficiencies in presentment and demand for payment of any sum due from the collateral for the Loan BORROWERS or any deficiency in other GUARANTOR and protest of nonpayment; (c) demand for performance by the ability of Administrative Agent BORROWERS or any Lender other GUARANTOR; and (d) any defenses to collect this GUARANTY or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of the OBLIGATIONS based upon any obligation hereby guaranteed; (l) Any assertion suretyship or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding impairment of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullcollateral.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy authority or any other proceeding) of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust disability or other security or other security interest securing the Guaranteed Obligations, whether or not the liability defense of Borrower or any other obligor for such deficiency is discharged pursuant to statute Guarantor including any defense based on or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation arising out of the lack of validity or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive unenforceability of the Guaranteed (i) any notice that is specifically required to principles or provisions of law, statutory or otherwise, which are or might be given to Guarantors hereunder in conflict with the terms hereof and any legal or under any other Loan Documents or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any defense statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) have been satisfied in fullany defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, to the fullest extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower the Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from the Company, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of the Company or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The defense any (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Company and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrowers, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrowers, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Borrowers or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrowers or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existencecessation of the liability of Borrowers or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more (i) any principles or provisions of law, creation statutory or incurring otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any new statute of limitations affecting such Guarantor’s liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agentor any agreement or instrument related thereto, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To the extent permitted by law, Guarantors Each Guarantor hereby waive and agree not to assert or take advantage of: expressly waives: (a) Any right to require Administrative Agent or any Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; notice of acceptance of the Guaranty, (b) The defense notice of the statute existence or creation of limitations in all or any action hereunder; of the Obligations, (c) Any defense that may arise by reason of the incapacitypresentment, lack of authority, death or disability of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (d) Demand, presentment for paymentdemand, notice of nonpayment, intent to accelerate, accelerationdishonor, protest, notice of protest and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon the Obligations or any kindpart thereof, any obligation hereunder, or the lack of any thereof, including, without limiting the generality security for any of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; foregoing and (e) Any defense based upon an election all rights of remedies by Administrative Agent subrogation, indemnification, contribution and reimbursement against the Company, all rights to enforce any remedy the Trustee and the Holders, or any Lender; (f) Any right of them, may have against the Company, and any benefit of, or claim of right to cause a marshalling participate in, any collateral or security now or hereinafter held by the Trustee and the Holders, or any of them, in respect of the assets Obligations, even upon payment in full of Guarantors; (g) the Obligations. Any law affecting money received by any Guarantor in violation of this Section 2.9 shall be held in trust by such Guarantor for the term benefit of the Trustee and the Holders. If a claim is ever made upon the Trustee and the Holders, or any of them, for the repayment or recovery of any Guaranteed Obligation; (h) Any duty on amount or amounts received by any of them in payment of any of the Obligations and the Trustee or the Holders repays all or part of Administrative Agent such amount by reason of (a) any judgment, decree, or order of any court or administrative body having jurisdiction over the Trustee or the Holders or any Lender to disclose to Guarantors of its or their property, or (b) any facts Administrative Agent good faith settlement or compromise of any such Lender may now or hereafter know about Borrower claim effected by the Trustee or the Pool PropertyHolders with any such claimant, regardless of whether Administrative Agent or including the Company, then in such Lender has reason to believe event each Guarantor agrees that any such facts materially increase judgment, decree, order, settlement, or compromise shall be binding upon such Guarantor, notwithstanding any revocation hereof or the risk beyond that which Guarantors intend to assume cancellation of any promissory note or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed other instrument evidencing any of the financial condition of BorrowerObligations, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors Guarantor shall be and remain liable, obligated to the fullest extent permitted by applicable law, Trustee and the Holders hereunder for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust the amount so repaid or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything recovered to the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have same extent as if such amount had never originally been satisfied in fullreceived thereby.

Waivers by Guarantors. To Each Guarantor hereby waives, for the benefit of Beneficiaries and to the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: : (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from the Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time or to pursue balance of any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;Deposit (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingProperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerSecured Hedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in connection with Section 7.04 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To the extent permitted by applicable law, Guarantors each Guarantor hereby waive and agree not to assert or take advantage of: waives, for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The defense any (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerInterest Rate Agreements or Currency Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decisionsureties, or which may conflict with the terms hereof. Guarantors hereby irrevocably waive reliance on any anti-deficiency statute, through subrogation or otherwise, Each Guarantor acknowledges that it will receive substantial direct and any such statute shall in no way affect or impair Guarantors’ obligations indirect benefits from the financing arrangements contemplated by the Credit Documents and liabilities hereunder. Notwithstanding anything to the contrary waivers set forth in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied Section 7 are knowingly made in fullcontemplation of such benefits.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the Non-US Guaranteed Obligations or Guaranteed Obligations, as the case may be or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from any Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of any Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoingNon-US Guaranteed Obligations or Guaranteed Obligations, notice as the case may be, or any agreement or instrument relating (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the existenceterms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, creation or incurring (ii) the benefit of any new statute of limitations affecting such Guarantor’s liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of Borrowerapplicable documentation creating Hedging Obligations or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Non-US Guaranteed Obligations or Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidityexonerate guarantors or sureties, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicableconflict with the terms hereof, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating subject to the Loan by operation of law or by action of any courtlimitations applicable to certain Non-US Guarantors as set out in Section 7.14. The Mexican Guarantor, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors hereby expressly agree that Guarantors shall be and remain liablewaives, to the fullest extent permitted allowed by applicable lawlaw of Mexico, all legal benefits including, but not limited to, inter alia the benefits of order, excussio and division provided for any deficiency remaining after foreclosure in Articles 2813, 2814, 2815, 2817, 2818, 2820, 2821, 2822, 2823, 2826 and 2837 of any mortgageFederal Civil Code of Mexico, security deedthe contents and scope of which the Mexican Guarantor hereby acknowledges to be fully aware of. Likewise, deed the Mexican Guarantor expressly waives the rights granted to it under Articles 2845, 2846, 2847 and 2849 of trust or other security or other security interest securing the Guaranteed ObligationsFederal Civil Code of Mexico, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute which the Mexican Guarantor would be relieved from its obligations in case any of the Banks would grant any extensions or judicial decisionreleases to the Mexican Guarantor. The Brazilian Guarantors hereby irrevocably waive reliance on any anti-deficiency statuteexpressly waive, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary fullest extent allowed by the laws of Brazil, all legal benefits and rights available to them under the laws of Brazil, including, but not limited to, inter alia the benefits and rights set forth in this Articles 333, sole paragraph; 366; 827, Guarantors do not waive 829; 834; 835; 837; 838 and 839 of Law No. 10,406, of January 10, 2002, as amended (ithe Brazilian Civil Code) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or and Article 595 of Law No. 5,869, of January 11, 1973, as amended (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullBrazilian Civil Procedure Code).

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Company, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any deposit account or to credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authorityauthority or any disability or other defense of (i) any principles or provisions of law, death statutory or disability otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any other person or persons statute of limitations affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent g)any defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, to the extent permitted by applicable law, Guarantors hereby waive and agree not to assert or take advantage of: for the benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of any Credit Party or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoing, notice Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the existence, creation or incurring cessation of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantors hereby irrevocably waive reliance on Guarantor from any anti-deficiency statute, through subrogation or otherwise, and cause other than payment in full of the Guaranteed Obligations; (c) any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to the contrary in this paragraph, Guarantors do not waive defense based (i) any notice that is specifically required to principles or provisions of law, statutory or otherwise, which are or might be given to Guarantors hereunder in conflict with the terms hereof and any legal or under any other Loan Documents or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any defense statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) have been satisfied in fullany defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from any Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to credit on the books of any Beneficiary in favor of any Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;the (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor’s liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerSwap Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of the Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from the Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Account or to credit on the books of any Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in Administrative Agent’s or the power of any Lender’s power or under any other agreement before proceeding against Guarantors hereunder; Beneficiary whatsoever; (b) The any defense of the statute of limitations in any action hereunder; (c) Any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting validity or the generality unenforceability of the foregoingGuaranteed Obligations or any agreement or instrument relating thereto or by reason of the (i) any principles or provisions of law, notice statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the existence, creation or incurring benefit of any new statute of limitations affecting such Guarantor’s liability hereunder or additional indebtedness the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or obligation insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or non-action on the part inaction, including acceptance hereof, notices of Borrowerdefault hereunder, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in connection with Section 8.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.

Waivers by Guarantors. To Each Guarantor hereby waives, for the extent permitted by law, Guarantors hereby waive and agree not to assert or take advantage of: benefit of Beneficiaries: (a) Any any right to require Administrative Agent any Beneficiary, as a condition of payment or any Lender performance by such Guarantor, to (i) proceed against Borrower Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by Administrative Agent from Borrower, any such other guarantor or any Lender at other Person, (iii) proceed against or have resort to any time balance of any Deposit Account or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantors hereunder;credit on the books of any (bi) The defense any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons affecting such Guarantor's liability hereunder or the failure of Administrative Agentenforcement hereof, on behalf of itself (iii) any rights to set-offs, recoupments and Lenderscounterclaims, to file and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or enforce a claim against the estate (in administration, bankruptcy insure any security interest or lien or any other proceedingproperty subject thereto; (f) notices, demands, presentments, protests, notices of any other person or persons; (d) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or dishonor and notices of any action or non-action on inaction, including acceptance hereof, notices of default hereunder, the part of BorrowerHedge Agreements or any agreement or instrument related thereto, Administrative Agent, any Lender, any endorser or creditor of Borrower or of Guarantors or on the part notices of any other person whomsoever under this renewal, extension or modification of the Guaranteed Obligations or any other instrument agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in connection with Section 7.4 and any obligation or evidence of indebtedness held by Administrative Agent or any Lender; (e) Any defense based upon an election of remedies by Administrative Agent or any Lender; (f) Any right or claim of right to cause a marshalling of the assets of Guarantors; consent to any thereof; and (g) Any law affecting the term of any Guaranteed Obligation; (h) Any duty on the part of Administrative Agent defenses or any Lender to disclose to Guarantors any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Pool Property, regardless of whether Administrative Agent or such Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantors intend to assume or has reason to believe that such facts are unknown to Guarantors or has a reasonable opportunity to communicate such facts to Guarantors, it being understood and agreed that Guarantors are fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Pool Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantors hereunder; (i) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (j) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (l) Any assertion or claim that the automatic stay provided by 11 U.S.C. § 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantors or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. In addition, Guarantors expressly agree that Guarantors shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security or other security interest securing the Guaranteed Obligations, whether or not limit the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute exonerate guarantors or judicial decision. Guarantors hereby irrevocably waive reliance on any anti-deficiency statutesureties, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantors’ obligations and liabilities hereunder. Notwithstanding anything to which may conflict with the contrary in this paragraph, Guarantors do not waive (i) any notice that is specifically required to be given to Guarantors hereunder or under any other Loan Documents or (ii) any defense that the Guaranteed Obligations guaranteed under this Guaranty (or any relevant part thereof) have been satisfied in fullterms hereof.