Common use of Waivers by the Guarantor Clause in Contracts

Waivers by the Guarantor. The Guarantor hereby waives, for the benefit of Lenders and Agent: (a) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed against the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership from any cause other than indefeasible payment in full of the Guarantied 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 burdensome than that of the principal; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, and (iii) 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; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of any of the matters referred to in Section 8.02 and any right to consent to any thereof; and (f) 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 of this Guaranty.

Waivers by the Guarantor. The Guarantor hereby waives, for the benefit of Lenders and Agent: (a) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed against the PartnershipBorrowers, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the PartnershipBorrowers, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership Borrowers or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership Borrowers including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership Borrowers from any cause other than indefeasible payment in full of the Guarantied 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 burdensome than that of the principal; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, and (iii) 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; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership Borrowers and notices of any of the matters referred to in Section 8.02 and any right to consent to any thereof; and (f) any other 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 of this Guaranty.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, for all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the benefit defense of Lenders fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and Agent: defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed against the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership any Co-Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto Transaction Documents or by reason of the cessation of the liability of the Partnership from any Co-Issuer for any cause other than indefeasible the full performance of all obligations of such Co-Issuer set forth in the Transaction Documents and payment in full of all amounts due thereunder; (b) any defense based on any Co-Issuer’s errors or omissions in the Guarantied Obligations; performance of its obligations or payment of amounts due under the Transaction Documents; (c) any defense based upon any statute defenses or rule benefits that may be derived from or afforded by law that would limit the liability of law which provides that or exonerate the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; Guarantor, (id) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's ’s obligations hereunder, ; (iie) the benefit of any statute of limitations affecting the Guarantor's ’s liability hereunder or the enforcement hereof, and ; (iii) 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; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this GuarantyAgreement, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of under any of the matters referred to in Section 8.02 other Transaction Documents; and any right to consent to any thereof; and (fg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or suretiesrights to set-offs, or which may conflict with the terms of this Guarantyrecoupments and counterclaims.

Waivers by the Guarantor. The Guarantor hereby waives, for the benefit of Lenders and Agent: : (a) any right and all notices whatsoever with respect to require Agent this Guaranty or Lenderswith respect to any of the Borrower's obligations under the Note, as a condition of payment or performance by the Guarantorincluding, to but not limited to, notice of: (i) proceed against the PartnershipBeneficiary's acceptance hereof or the Beneficiary's intention to act, any other guarantor of or the Guarantied Obligations or any other PersonBeneficiary's action, in reliance hereon; (ii) proceed against the present existence or exhaust future occurrence of an event of default of any security held from the Partnership, any other guarantor of the Guarantied Obligations Borrower's obligations under the Note or any other Person, terms or amounts thereof of any change therein; (iii) proceed against or have resort to any balance of any deposit account or credit on default by the books of Agent Borrower or any Lender surety, pledgor, grantor of security, guarantor or other person who has guaranteed or secured in favor of whole or in part the Partnership or any other Person, or Borrower's obligations under the Note; and (iv) pursue the obtaining or release of any guaranty or surety agreement (in addition to this Guaranty), pledge, assignment, or other remedy in security for any of the power of Agent or any Lender whatsoever; Borrower's obligations under the Note; and (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership from any cause other than indefeasible payment in full of the Guarantied 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 burdensome than that of the principal;) (i) presentment, protest and demand for payment of any principles sum due from the Borrower under the Note or provisions of law, statutory any person who has guaranteed in whole or otherwise, which are or might be in conflict with the terms of this Guaranty and part any legal or equitable discharge of the GuarantorBorrower's obligations hereunderunder the Note, including the Guarantor; (ii) notice of default by the benefit Borrower or any person who has guaranteed in whole or in part any of any statute of limitations affecting the Borrower's obligations under the Note, including the Guarantor's liability hereunder or the enforcement hereof, and ; (iii) promptness, diligence and any requirement that Agent demand for performance by the Borrower or any Lender protect, secure, perfect person who has guaranteed in whole or insure any security interest or lien or any property subject thereto; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of in part any of the matters referred to in Section 8.02 and any right to consent to any thereof; and (f) any defenses or benefits that may be derived from or afforded by law which limit Borrower's obligations under the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this GuarantyNote.

Waivers by the Guarantor. The Guarantor hereby irrevocably and absolutely waives, for the benefit of Lenders and Agent: : (a) any right and all notices whatsoever with respect to require Agent this Guaranty or Lenderswith respect to any of the Borrower’s obligations to the Lender, as a condition of payment or performance by the Guarantorincluding, to but not limited to, notice of: (i) proceed against the Partnership, any other guarantor of Lender’s acceptance hereof or the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort Lender’s intention to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Personact, or (iv) pursue any other remedy the Lender’s action, in the power of Agent or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership from any cause other than indefeasible payment in full of the Guarantied 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 burdensome than that of the principal; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's obligations hereunderreliance hereon, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder present existence or the enforcement hereof, and (iii) 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; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices future incurring of any of the matters referred Borrower’s obligations or any terms or amounts thereof or any change therein, (iii) any default by the Borrower or any surety, pledgor of security, guarantor or other person who has guaranteed or secured in whole or in part the Borrower’s obligations, (iv) the obtaining or release of any guaranty or surety agreement (in addition to this Guaranty), pledge, assignment, or other security for any of the Borrower’s obligations, (v) the sale, liquidation or disposition of any collateral securing the Borrower’s obligations to the Lender; and (vi) protest or dishonor; (b) any objections as to the commercial reasonableness of any acts taken or not taken by the Lender in Section 8.02 the sale, liquidation, or disposition of any collateral securing the Borrower’s obligations to the Lender; (c) presentment, diligence, protest and demand for payment of any sum due from the Borrower or any person who has guaranteed in whole or in part any of the Borrower’s obligations and protest of nonpayment; (d) demand for performance by the Borrower or any person who has guaranteed in whole or in part any of the Borrower’s obligations; and (e) Guarantor expressly waives any right to consent to any thereof; and (f) any defenses of subrogation, indemnification or benefits that contribution Guarantor may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, have or which may conflict arise against the Borrower with respect to the Obligations hereunder, until such time as all amounts due in connection with the terms of this GuarantyObligations have been paid in full and are not subject to any asserted claim that they be returned or disgorged.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, for all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the benefit defense of Lenders fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and Agent: defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed against the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership Servicer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto this Agreement or by reason of the cessation of the liability of the Partnership from Servicer for any cause other than indefeasible the full performance of all obligations of the Servicer set forth in this Agreement and payment in full of all amounts due hereunder; (b) any defense based on the Guarantied Obligations; Servicer’s errors or omissions in the performance of its obligations or payment of amounts due under this Agreement or under the other Transaction Documents; (c) any defense based upon any statute defenses or rule benefits that may be derived from or afforded by law that would limit the liability of law which provides that or exonerate the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; Guarantor, (id) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's ’s obligations hereunder, ; (iie) the benefit of any statute of limitations affecting the Guarantor's ’s liability hereunder or the enforcement hereof, and ; (iii) 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; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this GuarantyGuarantee, notices of default hereunder or any agreement or instrument related theretounder this Agreement, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of any of the matters referred to in Section 8.02 other Transaction Documents, the Serviced Documents or the Franchise Documents; and any right to consent to any thereof; and (fg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or suretiesrights to set-offs, or which may conflict with the terms of this Guarantyrecoupments and counterclaims.

Waivers by the Guarantor. The Guarantor hereby unconditionally and irrevocably waives, for the benefit of Lenders and Agent: (a1) notice from the BWS of its acceptance of this Guaranty Agreement; (2) notice of any of the events referred to in Section 3.3 hereof, except to the extent that notice is required to be given as a condition to the enforcement of the Obligations; (3) to the fullest extent lawfully possible, all notices which may be required by statute, rule of law or otherwise to preserve intact any rights against the Guarantor, except any notice to the DBOM Contractor required pursuant to the Service Agreement or Applicable Law as a condition to the performance of any Obligation; (4) to the fullest extent lawfully possible, any statute of limitations defense based on a statute of limitations period which may be applicable to guarantors (or parties in similar relationships) which would be shorter than the applicable statute of limitations period for the underlying claim; (5) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed proceeding first against the PartnershipDBOM Contractor; Board of Water Supply, City and County of Honolulu Kalaeloa Seawater Desalination Facility Design-Build-Operate-Maintain Project Guaranty AgreementArticle III - Guaranty Covenants ​ (6) any other guarantor of right to require a proceeding first against any person or the Guarantied Obligations security provided by or under any other Person, Transaction Agreement except to the extent such Transaction Agreement specifically requires a proceeding first against any person (iiexcept the DBOM Contractor) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoeversecurity; (b7) any defense arising by reason requirement that the DBOM Contractor be joined as a party to any proceeding for the enforcement of the incapacity, lack any term of authority or any disability or other defense of the Partnership including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership from any cause other than indefeasible payment in full of the Guarantied ObligationsTransaction Agreement; (c) any defense based upon any statute 8) the requirement of, or rule the notice of, the filing of law which provides that claims by the obligation of a surety must be neither larger BWS in amount nor in other respects more burdensome than that the event of the principal; (i) any principles receivership or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge bankruptcy of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, and (iii) 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; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of any of the matters referred to in Section 8.02 and any right to consent to any thereofDBOM Contractor; and (f9) all demands upon the DBOM Contractor or any defenses or benefits that may be derived from or afforded by law which limit other person and all other formalities the liability omission of or exonerate guarantors or suretiesany of which, or which may conflict with delay in performance of which, might, but for the terms provisions of this GuarantySection 3.5, by rule of law or otherwise, constitute grounds for relieving or discharging the Guarantor in whole or in part from its absolute, present, irrevocable, unconditional and continuing obligations hereunder.

Waivers by the Guarantor. The Guarantor hereby unconditionally and irrevocably waives, for the benefit of Lenders and Agent: (a1) notice from the Authority of its acceptance of this Guaranty; (2) notice of any of the events referred to in Section 3.3 hereof except to the extent that notice is required to be given as a condition to the enforcement of Obligations; (3) to the fullest extent lawfully possible, all notices which may be required by statute, rule of law or otherwise to preserve intact any rights against the Guarantor, except any notice to the Subsidiaries required pursuant to the Agreements or Applicable Law as a condition to the performance of any Obligation; (4) to the fullest extent lawfully possible, any statute of limitations defense based on a statute of limitations period which may be applicable to guarantors (or parties in similar relationships) which would be shorter than the applicable statute of limitations period for the underlying claim; (5) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed proceeding first against the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoeverSubsidiaries; (b6) any defense arising by reason of the incapacity, lack of authority or right to require a proceeding first against any disability or other defense of the Partnership including, without limitation, any defense based on or arising out of the lack of validity person or the unenforceability of security provided by or under any Transaction Agreement except to the Guarantied Obligations extent such Transaction Agreement specifically requires a proceeding first against any person (except the Subsidiaries) or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership from any cause other than indefeasible payment in full of the Guarantied Obligationssecurity; (c7) any defense based upon any statute or rule of law which provides requirement that the obligation Subsidiaries be joined as a party to any proceeding for the enforcement of a surety must be neither larger in amount nor in other respects more burdensome than that any term of the principalany Transaction Agreement; (i) any principles 8) the requirement of, or provisions the notice of, the filing of law, statutory or otherwise, which are or might be claims by the Authority in conflict with the terms of this Guaranty and any legal or equitable discharge event of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder receivership or the enforcement hereof, and (iii) 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; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification bankruptcy of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of any of the matters referred to in Section 8.02 and any right to consent to any thereofSubsidiaries; and (f9) all demands upon the Subsidiaries or any defenses or benefits that may be derived from or afforded by law which limit other person and all other formalities the liability omission of or exonerate guarantors or suretiesany of which, or which may conflict with delay in performance of which, might, but for the terms provisions of this GuarantySection 3.5, by rule of law or otherwise, constitute grounds for relieving or discharging the Guarantor in whole or in part from its absolute, present, irrevocable, unconditional and continuing obligations hereunder.

Waivers by the Guarantor. The Guarantor hereby unconditionally waives, for to the benefit of Lenders and Agentfull extent permitted by law: (a) any right to require Agent defense, set-off or Lenders, as a condition of payment or performance by counterclaim which the Guarantor, to (i) proceed Guarantor may otherwise assert against the Partnership, any other guarantor of Borrower or the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoeverLender; (b) presentment, protest, demand for payment, promptness, diligence, notice of protest, notice of any defense arising other action at any time taken or omitted by reason the Lender and, generally, all demands and notices of every kind in connection with any Loan Document or the incapacityObligations, lack of authority or any disability or other defense of the Partnership including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership from any cause other than indefeasible payment in full of the Guarantied 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 burdensome than that of the principal;but not limited to: (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, and (iii) 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; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices notice of any of the matters referred to in Section 8.02 1.01(e); (ii) all notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against the Guarantor under any Loan Document or as a requirement to the enforcement, assertion or exercise against the Borrower or the Guarantor of any right, power, privilege or remedy conferred under any Loan Document; (c) any requirement to exhaust any rights or remedies or to mitigate the damages resulting from any default under any Loan Document or any other document or any requirement to protect, secure, perfect or insure any Lien or any property subject to the Lien or take any other action against any person or any collateral or other property; (d) all claims that the sale price of any collateral was inadequate or unreasonable for any reason and all other claims to damages and demands of any right to consent to nature against the Lenders; (e) all equities and rights of appraisal, stay and redemption (whether now or hereafter existing), in each case arising out of the Lender enforcing any thereof; andof its rights and remedies under any Loan Document; (f) any defenses exoneration or benefits that may be derived release from the Obligations resulting from any loss by the Guarantor of its rights, if any', of subrogation or afforded by law contribution; and (g) any other circumstance whatsoever, including, but not limited to, those stated in Section 1.01(d), which limit the liability might otherwise constitute a defense to or a legal or equitable discharge or release of a guarantor or exonerate guarantors surety or sureties, a party granting security or which may conflict with might otherwise limit recourse against the terms of this GuarantyGuarantor.

Waivers by the Guarantor. The Guarantor hereby waives, for the benefit of Lenders and Agent: (a) With respect to its obligations hereunder, the Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Owner Trustee exhaust any right, power or remedy or proceed against any Person under any of the Operative Agreements or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the FHF Obligations. Without limiting the generality of the foregoing or of any other provision of this Guaranty Agreement, and to the extent permitted by law, the Guarantor also hereby waives and agrees not to assert or take advantage of (as a defense or otherwise): (i) Any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, Owner Trustee to (i) proceed against the Partnership, any other guarantor of the Guarantied Obligations FHF or any other Person, (ii) Person or to proceed against or exhaust any security held from by the Partnership, Owner Trustee at any other guarantor of the Guarantied Obligations time or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in available to the power of Agent or Owner Trustee under any Lender whatsoeverother agreement before proceeding against the Guarantor hereunder; (bii) The defense of the statute of limitations in any action hereunder; (iii) Any defense arising that may arise by reason of the incapacity, lack of authority authority, death or disability of any other Person or Persons or the failure of the Owner Trustee to file or enforce a claim against the estate (in administration, bankruptcy or any disability other proceeding) of any other Person or Persons; (iv) Any failure on the part of the Owner Trustee to ascertain the extent or nature of the collateral subject to any of the Security Documents or any insurance or other defense of the Partnership includingrights with respect thereto, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any party liable with respect to the Partnership from any cause other than indefeasible payment in full of the Guarantied FHF Obligations; (cv) any Any defense based upon any statute or rule an election of law which provides that remedies by the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principalOwner Trustee; (ivi) any principles Any right or provisions claim to cause a marshaling of the assets of the Guarantor; (vii) Any principle or provision of law, statutory or otherwise, which are is or might be in conflict with the terms and provisions of this Guaranty and any legal or equitable discharge of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, and (iii) promptness, diligence and any requirement that Agent or any Lender protect, secure, perfect or insure any security interest or lien or any property subject theretoAgreement; (eviii) noticesAny duty on the part of the Owner Trustee to disclose to the Guarantor any facts that the Owner Trustee may now or hereafter know about FHF or the Properties, demandsregardless of whether the Owner Trustee has reason to believe that any such facts materially increase the risk beyond that which the Guarantor intends to assume or has reason to believe that such facts are unknown to the Guarantor or has a reasonable opportunity to communicate such facts to the Guarantor, presentmentsit being understood and agreed that the Guarantor is fully responsible for being and keeping informed of the financial condition of FHF, protestsof the condition of the Properties, notices of protest, notices of dishonor and notices of any action and all circumstances bearing on the risk that liability may be incurred by the Guarantor hereunder; (ix) Any lack of notice of disposition or inaction, including acceptance of this Guaranty, notices manner of default hereunder disposition of any collateral subject to any of the Security Documents; (x) Failure to properly record any document or any agreement other lack of due diligence by the Owner Trustee in creating or instrument related theretoperfecting a security interest in or collection, notices protection or realization upon any Property or in obtaining reimbursement or performance from any Person or entity now or hereafter liable for the FHF Obligations; (xi) The inaccuracy of any renewal, extension representation or modification other provision contained in any Operative Agreement (other than a representation by the Owner Trustee); (xii) Any sale or assignment of the Guarantied FHF Obligations or any agreement related theretothe Operative Agreements, notices in whole or in part; (xiii) Any sale or assignment by FHF of any extension Property, or any portion thereof or interest therein, whether or not consented to by the Owner Trustee and any release by the Owner Trustee of credit any Property; (xiv) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Operative Agreements; (xv) Any lack of commercial reasonableness in dealing with any Property; (xvi) Any deficiencies in any Property or any deficiency in the ability of the Owner Trustee to collect or to obtain performance from any Persons or entities now or hereafter liable for the Partnership payment and notices performance of any of the matters referred FHF Obligations; (xvii) An assertion or claim that the automatic stay provided by 11 U.S.C. Section 362 (arising upon the voluntary or involuntary bankruptcy proceeding of FHF) 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 the Owner Trustee, to enforce any of its rights, whether now or hereafter acquired, which the Owner Trustee may have against the Guarantor or the Property; (xviii) Any modification of the Operative Agreements or any obligation of FHF relating to the FHF Obligations 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 Section 8.02 and effect, or otherwise; (xix) Any change in the composition of FHF; (xx) The release of FHF or of any right to consent to other Person or entity from performance or observance of any thereofof the agreements, covenants, terms or conditions contained in any agreements, documents or instruments; and (fxxi) Without limiting the generality of the foregoing, any defenses or rights and benefits that which might otherwise be available to any guarantor under California Civil Code Sections 2809, 2810, 2815, 2819, 2822, 2839, 2845 through 2847, 2848, 2849, 2850, 2899 and 3433, and California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and any successor sections to such sections of the Civil Code and Code of Civil Procedures. (A) Section 580d of the California Code of Civil Procedure generally prohibits a deficiency judgment against a borrower after a non-judicial foreclosure; (B) Guarantor's subrogation rights may be derived from or afforded destroyed by law which limit a non-judicial foreclosure under the liability Mortgage Instrument (because the Guarantor may not be able to pursue FHF for a deficiency judgment by reason of or exonerate guarantors or sureties, or which may conflict with the terms application of this Guaranty.Section 580d of the California Code of Civil Procedure); (C) under UNION BANK X.

Waivers by the Guarantor. The Guarantor hereby waives, for the benefit of Lenders and Agentthe Beneficiaries: (a) any right to require Agent or Lendersany Beneficiary, as a condition of payment or performance by the Guarantor, to (i) proceed against the PartnershipBorrower, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the PartnershipBorrower, any such other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender Beneficiary in favor of the Partnership Borrower or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership Borrower including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership Borrower from any cause other than indefeasible payment in full of the Guarantied 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 burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's ’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's ’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiiv) promptness, diligence and any requirement that Agent or any Lender Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder under any Loan Document or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership Borrower and notices of any of the matters referred to in Section 8.02 2.4 hereof and any right to consent to any thereof; and; (fg) 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 of this Guaranty; (h) any defense based upon any Beneficiary’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (i) any defense based upon any use of cash collateral or borrowing or any grant of a security interest under Section 363 or 364 of the Bankruptcy Code; and (j) any defense based upon disallowance of any portion of any Beneficiary’s claims for repayment of Guarantied Obligations under Section 502 or 506 of the Bankruptcy Code.

Waivers by the Guarantor. The To the extent permitted by applicable law, the Guarantor hereby waivesunconditionally waives and agrees to waive at any future time any and all rights that the Guarantor may have or that now or at any time hereafter may be conferred upon it, for the benefit of Lenders and Agent: (a) any right to require Agent by applicable law or Lenders, as a condition of payment or performance by the Guarantorotherwise, to (i) proceed against terminate, cancel, quit or surrender this Guarantee. Without limiting the Partnership, any other guarantor generality of the Guarantied Obligations foregoing, it is agreed that, at any time or from time to time, the occurrence or existence of any other Person, (ii) proceed against one or exhaust any security held from the Partnership, any other guarantor more of the Guarantied Obligations following shall not release, relieve or any other Persondischarge the Guarantor from liability hereunder, (iii) proceed against or have resort and the Guarantor hereby unconditionally waives and agrees to any balance of any deposit account or credit on waive, to the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; (b) any defense arising extent permitted by reason of the incapacity, lack of authority or any disability or other defense of the Partnership including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership from any cause other than indefeasible payment in full of the Guarantied 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 burdensome than that of the principal;applicable law: (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, and (iii) 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; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices Notice of any of the matters referred to in Section 8.02 and any right to consent to any thereof; and2(b) hereof; (fii) any defenses or benefits All notices that may be derived from required by applicable law or afforded otherwise, now or hereafter in effect, to preserve intact any rights against the Guarantor including, without limitation, any demand, presentment and protest, proof of notice of nonpayment under any Relevant Agreement, and notice of any default or failure on the part of the Contractor to perform and comply with any covenant, agreement, term or condition of the EPC Contract; (iii) The enforcement, assertion or exercise against the Contractor of any right, power, privilege or remedy conferred in any Relevant Agreement or otherwise; (iv) Any requirement of diligence on the part of any Person; (v) Any requirement to proceed against the Contractor prior to proceeding against the Guarantor or any other guarantee or to utilize or exhaust any remedies; (vi) Acceptance of this Guarantee by law which limit the liability Owners; or (vii) Any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or exonerate guarantors or suretiessurety, or which that might otherwise limit recourse against the Guarantor. The Guarantor hereby agrees that a separate action may conflict be brought against it whether or not an action is commenced against the Contractor with respect to any of the terms Guaranteed Obligations. It is the intention hereof that the Guarantor shall remain liable as principal until the full performance of this Guarantythe Guaranteed Obligations.

Waivers by the Guarantor. The Guarantor hereby unconditionally and irrevocably waives, for the benefit of Lenders and Agent: (aA) notice from the City of its acceptance of this Guaranty; (B) notice of any of the events referred to in Section 3.3 hereof except to the extent that notice is required to be given as a condition to the enforcement of Obligations; (C) to the fullest extent lawfully possible, all notices which may be required by statute, rule of law or otherwise to preserve intact any rights against the Guarantor, except any notice to the Phase III Cogeneration Facility Contractor required pursuant to the Phase III Easement Agreement or Applicable Law as a condition to the performance of any Obligation; (D) to the fullest extent lawfully possible, any statute of limitations defense based on a statute of limitations period which may be applicable to guarantors (or parties in similar relationships) which would be shorter than the applicable statute of limitations period for the underlying claim; (E) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed proceeding first against the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoeverPhase III Cogeneration Facility Contractor; (bF) any defense arising by reason of the incapacity, lack of authority or right to require a proceeding first against any disability or other defense of the Partnership including, without limitation, any defense based on or arising out of the lack of validity person or the unenforceability of security provided by or under any Transaction Agreement except to the Guarantied Obligations extent such Transaction Agreement specifically requires a proceeding first against any person (except the Phase III Cogeneration Facility Contractor) or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership from any cause other than indefeasible payment in full of the Guarantied Obligationssecurity; (cG) any defense based upon any statute or rule of law which provides requirement that the obligation Phase III Cogeneration Facility Contractor be joined as a party to any proceeding for the enforcement of a surety must be neither larger in amount nor in other respects more burdensome than that any term of the principalany Transaction Agreement; (iH) any principles the requirement of, or provisions the notice of, the filing of law, statutory or otherwise, which are or might be claims by the City in conflict with the terms of this Guaranty and any legal or equitable discharge event of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder receivership or the enforcement hereof, and (iii) 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; (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification bankruptcy of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of any of the matters referred to in Section 8.02 and any right to consent to any thereofPhase III Cogeneration Facility Contractor; and (fI) all demands upon the Phase III Cogeneration Facility Contractor or any defenses or benefits that may be derived from or afforded by law which limit other person and all other formalities the liability omission of or exonerate guarantors or suretiesany of which, or which may conflict with delay in performance of which, might, but for the terms provisions of this GuarantySection 3.5, by rule of law or otherwise, constitute grounds for relieving or discharging the Guarantor in whole or in part from its absolute, present, irrevocable, unconditional and continuing obligations hereunder.

Waivers by the Guarantor. The Guarantor hereby expressly waives, for the benefit of Lenders and Agentthe Bank: (a) any right to require Agent or Lendersthe Bank, as a condition of payment or performance by the Guarantor, to (i) proceed against the PartnershipBorrower, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from any Borrower, the PartnershipGuarantor, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender the Bank in favor of the Partnership Borrower or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender the Bank whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership any Borrower including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership any Borrower from any cause other than indefeasible payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Bank's errors or omissions in the administration of the Guarantied Obligations, except for errors or omissions caused solely by the gross negligence or willful misconduct of the Bank; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims in any action brought in conjunction with this Guaranty, but this waiver shall not preclude any right the Guarantor may have to assert set-offs, recoupments or counterclaims in a separate proceeding and (iiiiv) promptness, diligence and any requirement that Agent or any Lender the Bank protect, secure, perfect or insure any security interest or lien or any property subject thereto; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder under the Credit Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership any Borrower and notices of any of the matters referred to in Section 8.02 subsection 2.2 and any right to consent to any thereof; and (fg) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which that limit the liability of or exonerate guarantors or sureties, or which that may conflict with the terms of this Guaranty.

Waivers by the Guarantor. The Guarantor hereby waives, for the benefit of Lenders the Administrative Agent and Agentthe Lenders: (a) any right to require the Administrative Agent or the Lenders, as a condition of payment or performance or completion by the Guarantor, to (i) cause a marshalling of Borrower's or any other Person's assets or to cause Administrative Agent or the Lenders to proceed against the PartnershipBorrower, any other guarantor of the Guarantied Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the PartnershipBorrower, any such other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender the Lenders in favor of the Partnership Borrower or any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent or any Lender of the Lenders whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership Borrower, including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Guaranteed Obligations or any agreement or instrument relating related thereto or by reason of the cessation of the liability of the Partnership Borrower from any cause other than indefeasible payment payment, performance and completion in full of the Guarantied 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 burdensome than that of the principal; (d) any defense based upon the Administrative Agent's or any of the Lender's errors or omissions in the administration of the Loans, including, without limitation, the Guaranteed Obligations; provided, however, the waiver set forth in this clause (d) shall not operate as a waiver of any defense based on Administrative Agent's or any Lender's gross negligence or willful misconduct, in which case such waiver shall not apply to any such defense against claims by the party to whom the gross negligence or willful misconduct is attributable (but without limiting any such waiver as it applies to any claim by any other party) to the extent of such gross negligence or willful misconduct; (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty Guarantee and any legal or equitable discharge of the Guarantor's obligations hereunderhereunder (other than payment, performance and completion of the Guaranteed Obligations or the Loans in full), (ii) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims and (iiiiv) promptness, diligence and any requirement that the Administrative Agent or any Lender of the Lenders protect, secure, perfect or insure any security interest or lien or any property subject thereto; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder under the other Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of any of the matters referred to in Section 8.02 Borrower and any right to consent to any thereof; and; (fg) any defenses release, discharge, modification, impairment or limitation of the liability of the Borrower to the Administrative Agent or the Lenders, whether consented to by the Administrative Agent or the Lenders, consensual or arising by operation of law or any proceedings in bankruptcy or reorganization, or from any other cause; (h) any defense based on any rejection or disaffirmance of the Guaranteed Obligations, or any part thereof, or any security held therefor, in any such proceedings in bankruptcy or reorganization; (i) any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any proceedings in bankruptcy or insolvency involving the Borrower, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Borrower in any proceedings in bankruptcy or insolvency, and taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (j) any defense 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 of this GuarantyGuarantee, other than payment or performance of such obligations under the Loan Documents; (k) any rights (x) of subrogation, (y) to participate in any claim or remedy Lenders or Administrative Agent may now or hereafter have against Borrower or in all or any portion of the Project and (z) to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrower or any other Person now or hereafter primarily or secondarily liable for any of Borrower's obligations to Administrative Agent and the Lenders, and whether arising by contract or operation of law or otherwise by reason of Guarantor's execution, delivery or performance of this Guarantee.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, for all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the benefit defense of Lenders fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and Agent: defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed against the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership Xxxxxxxx’x International including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto Transaction Documents or by reason of the cessation of the liability of the Partnership from Xxxxxxxx’x International for any cause other than indefeasible the full performance of all obligations of Xxxxxxxx’x International set forth in the Transaction Documents and payment in full of all amounts due thereunder; (b) any defense based on Xxxxxxxx’x International’s errors or omissions in the Guarantied Obligations; performance of its obligations or payment of amounts due under the Transaction Documents; (c) any defense based upon any statute defenses or rule benefits that may be derived from or afforded by law that would limit the liability of law which provides that or exonerate the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; Guarantor, (id) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's ’s obligations hereunder, ; (iie) the benefit of any statute of limitations affecting the Guarantor's ’s liability hereunder or the enforcement hereof, and ; (iii) 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; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this GuarantyGuarantee, notices of default hereunder under the Transaction Documents, the Serviced Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership Franchise Arrangements; and notices of any of the matters referred to in Section 8.02 and any right to consent to any thereof; and (fg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or suretiesrights to set-offs, or which may conflict with the terms of this Guarantyrecoupments and counterclaims.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, for all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the benefit defense of Lenders fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and Agent: defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed against the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership Seller including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto Parent Asset Sale Agreement or by reason of the cessation of the liability of the Partnership from Seller for any cause other than indefeasible the full performance of all obligations of the Seller set forth in the Parent Asset Sale Agreement and payment in full of all amounts due thereunder; (b) any defense based on the Guarantied Obligations; Seller’s errors or omissions in the performance of its obligations or payment of amounts due under the Servicing Agreement or under the other Transaction Documents; (c) any defense based upon any statute defenses or rule benefits that may be derived from or afforded by law that would limit the liability of law which provides that or exonerate the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; Guarantor, (id) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's ’s obligations hereunder, ; (iie) the benefit of any statute of limitations affecting the Guarantor's ’s liability hereunder or the enforcement hereof, and ; (iii) 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; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of under any of the matters referred to in Section 8.02 other Transaction Documents; and any right to consent to any thereof; and (fg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or suretiesrights to set-offs, or which may conflict with the terms of this Guarantyrecoupments and counterclaims.

Waivers by the Guarantor. The Guarantor hereby waives, for the benefit of Lenders and Agent: the Lender: (a) any right to require Agent or Lendersthe Lender, as a condition of payment or performance by the Guarantor, to (i) proceed against the Partnership, any other guarantor of the Guarantied Obligations Borrower or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations Borrower or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any the Lender in favor of the Partnership Borrower or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; the Lender; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership from any cause other than indefeasible payment in full of the Guarantied 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 burdensome than that of the principal;, (i) any principles or provisions of law, statutory or otherwise, which that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's ’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor's ’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iiiiv) promptness, diligence and any requirement that Agent or any the Lender protect, secure, perfect or insure any security interest or lien Lien or any property subject thereto; ; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default hereunder under this Agreement, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership Borrower and notices of any of the matters referred to in Section 8.02 Sections 9.03 and 9.04 and any right to consent to any thereof; and and (fg) to the fullest extent permitted by law, 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 of this Guaranty.

Waivers by the Guarantor. The Guarantor hereby waives, for the benefit of Lenders and Agent: the Bank: (a) any right to require Agent or Lendersthe Bank, as a condition of payment or performance by the GuarantorGuarantor in respect of its obligations under this Section 13, to (i) to proceed against the PartnershipBorrower, any other guarantor of the Guarantied Secured Obligations or any other Person, (ii) to proceed against or exhaust any security held from the PartnershipBorrower, any such other guarantor of the Guarantied Obligations or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender the Bank in favor of the Partnership any Loan Party or any other Person, or (iv) to pursue any other remedy in the power of Agent or any Lender the Bank whatsoever; ; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense (other than the defense of payment) of the Partnership includingBorrower, without limitation, including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership Borrower from any cause other than indefeasible payment in full in cash of the Guarantied Secured Obligations; ; (c) any defense based upon any statute or rule of law which that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;; (d) any defense based upon the Bank’s errors or omissions in the administration of the Secured Obligations; (e) (i1) any principles or provisions of law, statutory or otherwise, which any law that are or might be in conflict with the terms of this Guaranty and hereof or any legal or equitable discharge of the Guarantor's ’s obligations hereunder, (ii2) the benefit of any statute of limitations affecting the Guarantor's ’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (iii4) promptness, diligence and any requirement that Agent or any Lender the Bank protect, secure, perfect or insure any security interest or lien or any property subject thereto; ; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guarantyhereof, notices of default hereunder under the Loan Documents, any Loan Program Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Secured Obligations or any agreement related thereto, notices of any extension of credit to the Partnership Borrower or any other Loan Party and notices of any of the matters referred to in Section 8.02 13.3 and any right to consent to any thereof; and and (fg) 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 of this Guarantyhereof.

Waivers by the Guarantor. The Guarantor agrees not to assert, and hereby waives, for all rights (whether by counterclaim, set-off or otherwise) and defenses (including, without limitation, the benefit defense of Lenders fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and Agent: defenses may be used by the Guarantor to avoid performance hereunder, including but not limited to: (a) any right to require Agent or Lenders, as a condition of payment or performance by the Guarantor, to (i) proceed against the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Partnership, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender in favor of the Partnership or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership Servicer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto this Agreement or by reason of the cessation of the liability of the Partnership from Servicer for any cause other than indefeasible the full performance of all obligations of the Servicer set forth in this Agreement and payment in full of all amounts due hereunder; (b) any defense based on the Guarantied Obligations; Servicer’s errors or omissions in the performance of its obligations or payment of amounts due under the Servicing Agreement or under the other Transaction Documents; (c) any defense based upon any statute defenses or rule benefits that may be derived from or afforded by law that would limit the liability of law which provides that or exonerate the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; Guarantor, (id) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor's ’s obligations hereunder, ; (iie) the benefit of any statute of limitations affecting the Guarantor's ’s liability hereunder or the enforcement hereof, and ; (iii) 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; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this GuarantyGuarantee, notices of default hereunder or any agreement or instrument related theretounder the Servicing Agreement, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Partnership and notices of any of the matters referred to in Section 8.02 and any right to consent to any thereofother Transaction Documents, the Serviced Documents or the Franchise Arrangements; and (fg) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or suretiesrights to set-offs, or which may conflict with the terms of this Guarantyrecoupments and counterclaims.

Waivers by the Guarantor. The Guarantor hereby waives, for the benefit of Lenders and Agent: the Bank: (a) any right to require Agent or Lendersthe Bank, as a condition of payment or performance by the GuarantorGuarantor in respect of its obligations under this Section 13, to (i) to proceed against the PartnershipBorrower, any other guarantor of the Guarantied Secured Obligations or any other Person, (ii) to proceed against or exhaust any security held from the PartnershipBorrower, any such other guarantor of the Guarantied Obligations or any other Person, (iii) to proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender the Bank in favor of the Partnership any Loan Party or any other Person, or (iv) to pursue any other remedy in the power of Agent or any Lender the Bank whatsoever; ; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Partnership includingBorrower, without limitation, including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Secured Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Partnership Borrower from any cause other than indefeasible payment in full in cash of the Guarantied Secured Obligations; ; (c) any defense based upon any statute or rule of law which that provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;; (d) any defense based upon the Bank’s errors or omissions in the administration of the Secured Obligations; (e) (i1) any principles or provisions of law, statutory or otherwise, which any law that are or might be in conflict with the terms of this Guaranty and hereof or any legal or equitable discharge of the Guarantor's ’s obligations hereunder, (ii2) the benefit of any statute of limitations affecting the Guarantor's ’s liability hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (iii4) promptness, diligence and any requirement that Agent or any Lender the Bank protect, secure, perfect or insure any security interest or lien or any property subject thereto; ; (ef) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guarantyhereof, notices of default hereunder under the Loan Documents, any Loan Program Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Secured Obligations or any agreement related thereto, notices of any extension of credit to the Partnership Borrower or any other Loan Party and notices of any of the matters referred to in Section 8.02 13.3 and any right to consent to any thereof; and and (fg) 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 of this Guarantyhereof.