Common use of Waivers, etc Clause in Contracts

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim); any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of In the Guarantors hereby waives any defense to or limitation on its obligations under event that this Guaranty arising out or any other Financing Document is terminated, rejected or disaffirmed as a result of bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or based on any event similar proceedings with respect to the Borrower, the Guarantor’s obligations hereunder to the Guaranteed Parties shall continue to the same extent as if the same had not been so terminated, rejected or circumstance referred to in Section 3 hereofdisaffirmed. The Guarantor hereby waives, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each all rights and benefits that might, in whole or in part, relieve it from the performance of its duties and obligations hereunder by reason of any proceeding as specified in the preceding sentence, and the Guarantor waives each agrees that it shall be liable for all sums guaranteed, in respect of and without regard to, any modification, limitation or discharge of the followingliability of the Borrower that may result from any such proceedings and notwithstanding any stay, injunction or other prohibition issued in any such proceedings. Furthermore, the obligations of the Guarantor hereunder will not be discharged by: (ia) All noticesany extension or renewal with respect to any obligation of the Borrower under the Financing Documents; (b) any modification of, disclosures and demand or amendment or supplement to, any such agreement; (c) any furnishing or acceptance of additional security or any release of any nature which otherwise might be required from time to time to preserve intact security; (d) any rights against waiver, consent or other action or inaction or any Guarantor, including the following: any notice exercise or non-exercise of any event right, remedy or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of power with respect to the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with change in the structure of the Borrower; (e) any Loan Document, any Other Document change in ownership of the shares of capital stock of the Guarantor or the Ownership Interests in the Borrower or any merger or consolidation of the Guarantied Obligations Guarantor or any direct the Borrower into or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or with any other Person; (iif) Any right any assignment, transfer, participation or other arrangement by which a Lender transfers its interests in the Drawings or pursuant to any marshalling of assets, which a Lender becomes party to the filing of any claim against any Borrower Note Purchase Agreement or any other Person the Credit Agreement, as the case may be, in accordance with the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any terms of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim); any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Note Purchase Agreement or the other Secured PartiesCredit Agreement, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate as the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptancecase may be; (iiig) Any defense any assignment, transfer or other right arising arrangement by reason which any relevant Lessee transfers its interests in or loses control of the use of the applicable Aircraft or any Law now or hereafter part thereof; or (h) any other occurrence whatsoever, except payment in effect full of all amounts, and the performance of all obligations, in any jurisdiction pertaining each case, owing to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction each Guaranteed Party by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any Borrower on account of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Lender's rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document, any Other Document or any of the Guarantied Secured Obligations or any direct Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or indirect other indulgences to the Listed Companies or the Pledgors or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the Guarantied Obligations (other than to preserve such claim); acceptance of partial payments on any requirement of promptness Secured Obligation or diligence on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Administrative Agent, the Lenders Lender in exercising any right hereunder shall operate as a waiver of such right or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice right hereunder. Any waiver of any such acceptance; (iii) Any defense right on any one occasion shall not be construed as a bar to or other right arising by reason waiver of any Law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. EACH PLEDGOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, UNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE PLEDGED COLLATERAL MAY BE LOCATED, OR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. Each Pledgor's waivers under this Section have been made voluntarily, intelligently and knowingly and after such Pledgor has been apprized and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.

Waivers, etc. Each of the The Guarantors hereby waives waive any defense to or limitation on its their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.2 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to limitation, the fullest extent permitted by applicable Law, each Guarantor waives Guarantors waive each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.2 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person Persons to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person;Persons. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person Persons in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person Persons of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of themBank, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;. (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency antideficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative AgentBank, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Bank to seek a deficiency against any the Borrower or any other Person Persons or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section EACH OF THE GUARANTORS HEREBY WAIVES ANY DEFENSE TO OR LIMITATION ON ITS OBLIGATIONS UNDER THIS GUARANTY ARISING OUT OF OR BASED ON ANY EVENT OR CIRCUMSTANCE REFERRED TO IN SECTION 3 hereofHEREOF. WITHOUT LIMITATION AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the followingEACH GUARANTOR WAIVES EACH OF THE FOLLOWING: (i) 22.1 All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (ii) 22.2 Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) 22.3 Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) 22.4 Any and all defenses it any Guarantor may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the The Guarantors hereby waives waive any defense to or limitation on its their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.02 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest full extent permitted by applicable Lawlaw, each Guarantor waives the Guarantors waive each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.02 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any presentment, notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person;. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, Agent and the Lenders or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;. (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, Agent and the Lenders or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, Agent and the Lenders or the other Secured PartiesBanks, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and. (ivd) Any and all defenses it may now Notwithstanding any payment or hereafter have based on principles of suretyship, impairment of collateralpayments made by each Guarantor hereunder, or any set-off or application of funds of such Guarantor by the likeAgent or any Bank, such Guarantor shall not be entitled to be subrogated to any of the rights of the Agent or any Bank against the Borrower or against any collateral security or guarantee or right of offset held by the Agent or any Bank for the payment of the Guaranteed Obligations, nor shall such Guarantor seek any reimbursement from the Borrower in respect of payments made by such Guarantor hereunder, until all amounts owing to the Agent and the Banks by the Borrower on account of the Guaranteed Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Agent and the Banks, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Agent in the exact form received by such Guarantor (duly endorsed by such Guarantor to the Agent, if required), to be applied against the Guaranteed Obligations, whether matured or unmatured, in such order as the Agent may determine.

Waivers, etc. Each Subject to Section 20, if applicable, to the fullest extent it can do so in accordance with applicable Law, each of the Guarantors hereby waives any defense to or limitation on its obligations Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to to, anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each The Guarantor unconditionally waives: (a) notice of any of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance matters referred to in Section 3 hereofabove; (b) all notices which may be required by statute, excepting only Payment in Full and performance rule of the Guarantied Obligations in full. Without limitation and law or otherwise to preserve any rights of any Lender or Agent, including, without limitation, notice to the fullest extent permitted by applicable LawGuarantor of default, each Guarantor waives each of the following: (i) All notices, disclosures presentment to and demand of payment or performance from any nature which otherwise might be required from time Subsidiary Borrower and protest for non-payment or dishonor; (c) any right to time to preserve intact the exercise by any rights against any Guarantor, including the following: any notice Lender or Agent of any event right, remedy, power or circumstance described privilege in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or connection with any of the Guarantied ObligationsTransaction Documents; (d) any notice requirement of the incurrence of any Guarantied Obligation; any notice of any default diligence or any failure marshaling on the part of any Borrower Lender or Agent; (e) any other Person to comply with requirement that any Loan DocumentLender or Agent, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcydefault by any Subsidiary Borrower, insolvencyfirst make demand upon or seek to enforce remedies against, reorganization or similar proceeding, or to the exercise against any Subsidiary Borrower or any other Person guarantor before demanding payment under or seeking to enforce this Guaranty; (f) any right to notice of the disposition of any other security which any Lender or Agent may hold from any Subsidiary Borrower or otherwise and any right or remedy under or to object to the commercial reasonableness of the disposition of any such security; and (g) all errors and omissions in connection with any Loan Document, any Other Document Lender’s or Agent’s administration of any of the Guarantied Obligations or any direct or indirect security for Guaranteed Obligations, any of the Guarantied Obligations (other than to preserve such claim); any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, Transaction Documents or any of themother guarantor, or any other Person; act or omission of any requirement Lender or Agent which changes the scope of the Guarantor’s risk. The obligations of the Guarantor hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to exhaust any remedies under no condition whatsoever, precedent or otherwise, and notice of acceptance hereof or action in connection with, or to mitigate reliance hereon shall not be required. If acceleration of the damages resulting from default under, any Loan Document, any Other Document or time for payment of any of the Guarantied Guaranteed Obligations is stayed upon the insolvency, bankruptcy or any direct or indirect security for any of the Guarantied Obligations; any benefit reorganization of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentSubsidiary Borrower, and any requirement that any Guarantor receive notice all such amounts otherwise subject to acceleration under the terms of any such acceptance; (iii) Any defense or other right arising Transaction Document shall nonetheless be payable by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction Guarantor hereunder forthwith on demand by the Administrative Agent, Agent made at the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any request of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeRequired Lenders.

Waivers, etc. Each The Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Lender's rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document, any Other Document or any of the Guarantied Secured Obligations or any direct or indirect security for any Collateral; consents to and waives notice of the Guarantied Obligations (granting of renewals, extensions of time for payment or other than indulgences to preserve such claim); the Debtor or to any requirement account debtor in respect of promptness any account receivable or diligence to any other third party, or substitution, release or surrender of any Collateral, the addition or release of persons primarily or secondarily liable on any Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Administrative Agent, the Lenders Lender in exercising any right hereunder shall operate as a waiver of such right or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice right hereunder. Any waiver of any such acceptance; (iii) Any defense right on any one occasion shall not be construed as a bar to or other right arising by reason waiver of any Law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. THE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF NEW YORK, UNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Debtor's waivers under this section have been made voluntarily, intelligently and knowingly and after the Debtor has been apprized and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) 22.1 All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (ii) 22.2 Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) 22.3 Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) 22.4 Any and all defenses it any Guarantor may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each To the fullest extent permitted by applicable law, each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 3.3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (i) 3.4.1 All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 3.3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (ii) 3.4.2 Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) 3.4.3 Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them Agent (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Agent to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) 3.4.4 Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likelike (other than the defense that the Guarantied Obligations shall have been fully and finally performed and indefeasibly paid).

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section EACH OF THE GUARANTORS HEREBY WAIVES ANY DEFENSE TO OR LIMITATION ON ITS OBLIGATIONS UNDER THIS GUARANTY ARISING OUT OF OR BASED ON ANY EVENT OR CIRCUMSTANCE REFERRED TO IN SECTION 3 hereofHEREOF. WITHOUT LIMITATION AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the followingEACH GUARANTOR WAIVES EACH OF THE FOLLOWING: (i) 18.1 All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (ii) 18.2 Any right to any marshalling marshaling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) 18.3 Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) 18.4 Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of To the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor Debtor hereby waives each presentment, demand, notice, protest and, except as is otherwise provided herein or in the other Secured Debt Documents, all other demands and notices in connection with this Agreement or the enforcement of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Parties’ rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document, any Other Document or any of the Guarantied Secured Obligations or any direct or indirect security for any Collateral; consents to and waives notice of the Guarantied Obligations (granting of renewals, extensions of time for payment or other than indulgences to preserve such claim); the Debtors or to any requirement account debtor in respect of promptness any account receivable or diligence to any other third party, or substitution, release or surrender of any Collateral, the addition or release of persons primarily or secondarily liable on any Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Administrative Agent, the Lenders Collateral Trustee or the other Secured Parties, Parties in exercising any right hereunder shall operate as a waiver of such right or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice right hereunder. Any waiver of any such acceptance; (iii) Any defense right on any one occasion shall not be construed as a bar to or other right arising by reason waiver of any Law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAWS OF THE STATE OF NEW YORK, UNDER THE LAWS OF ANY STATE IN WHICH ANY OF THE COLLATERAL OR ANY DEBTOR MAY BE LOCATED, OR UNDER THE LAWS OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE COLLATERAL TRUSTEE OR THE SECURED PARTIES AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. Each Debtor waivers under this section have been made voluntarily, intelligently and knowingly and after such Debtor has been apprised and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 4 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 4 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower, any Borrower Guarantor or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower, any Borrower Guarantor or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against the Borrower, any Borrower Guarantor or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against the Borrower, any Borrower Guarantor or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against the Borrower, any Borrower Guarantor or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it any Guarantor may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeLike.

Waivers, etc. Each of the Guarantors hereby waives waives, to the fullest extent permitted by Law, any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower the Borrowers or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower the Borrowers or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower the Borrowers or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower the Borrowers or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower the Borrowers or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors The Guarantor hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full3. Without limitation and to the fullest extent permitted by applicable Law, each the Guarantor waives each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any the Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof3; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Bond Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower the Issuer or any other Person to comply with any Loan Document, any Other Bond Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower the Issuer or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower the Issuer or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower the Issuer or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Bond Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, the FM Parties or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Bond Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Bond Document, and any requirement that any the Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them the FM Parties (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, the FM Parties to seek a deficiency against any Borrower the Issuer or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; (d) Any defense based on a claim that the Guarantor is a subsurety or cosurety with Farmer Mac or any of its Affiliates; and (ive) Any and all other defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the The Guarantors hereby waives waive any defense to or ------------- limitation on its their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.02 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest full extent permitted by applicable Lawlaw, each Guarantor waives the Guarantors waive each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.02 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person;. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;. (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of To the Guarantors full extend permitted by law, Guarantor hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full3. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantorother guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof3; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Credit Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Credit Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Credit Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Credit Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Credit Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other any Secured Parties, or any of themParty, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency lawsLaws, “one action” laws Laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other any Secured Parties, or any of them Party (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other any Secured Parties, or any of them, Party to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the The Guarantors hereby waives waive any defense to or limitation on its their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.2 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to limitation, the fullest extent permitted by applicable Law, each Guarantor waives Guarantors waive each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.2 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person Persons to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person;Persons. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person Persons in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person Persons of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of themBank, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;. (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative AgentBank, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Bank to seek a deficiency against any the Borrower or any other Person Persons or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. (i) Each of the Guarantors hereby waives any defense to or limitation on Borrowers and Holdings agrees that its joint and several and/or guaranty obligations under this Guaranty arising out SECTION 11.21 (collectively, the "GUARANTIED OBLIGATIONS") may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this SECTION 11.21 notwithstanding any extension, renewal or other alteration of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance Guarantied Obligation. (ii) Each of the Borrowers and Holdings waives presentation of, demand of, and protest of any Guarantied Obligations in fullObligation and also waives notice of protest for nonpayment. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each The obligations of the followingBorrowers and Holdings under this SECTION 11.21 shall not be affected by: (iA) All notices, disclosures and demand the failure of any nature which otherwise might be required from time Agent or Lender (each a "Guarantied Party" and collectively, the "Guarantied Parties") or any other Person to time assert any claim or demand or to preserve intact enforce any rights right or remedy against Holdings, any GuarantorBorrower or any Subsidiary under the provisions of this Credit Agreement, including the following: any notice other Credit Document or any other agreement or otherwise, (B) any extension or renewal of any event provision of any thereof, (C) any rescission, waiver, amendment or circumstance described in Section 3 hereof; modification of any notice required of the terms or provisions of this Credit Agreement, any other Credit Document, or any instrument or agreement executed pursuant hereto or thereto, (D) the failure to perfect any security interest in, or the release of, any of the security held by any Law, regulation Guarantied Party or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or other Person for any of the Guarantied Obligations; any notice of , or (E) the incurrence failure of any Guarantied Obligation; Party or any notice other Person to exercise any right or remedy against Holdings, any Borrower or any other guarantor of any default of the Guarantied Obligations. (iii) Holdings and each of the Borrowers, to the extent their joint and several obligations under this SECTION 11.21 are determined by a court of competent jurisdiction to be obligations in the nature of a surety or guaranty rather than primary obligations, further agree that their obligations under this SECTION 11.21 constitute a guaranty of payment when due and not of collection and waives any right to require that any resort be had by any Guarantied Party or any failure other Person to any of the security held for payment of any of the Guarantied Obligations or to any balance of any deposit account or credit on the part books of any Guarantied Party or any other Person in favor of a Borrower or any other Person. (iv) The obligations of Holdings and the Borrowers under this SECTION 11.21 shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise of any of the Guarantied Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, 134 illegality or unenforceability of any of the Guarantied Obligations, the discharge of any Borrower or any other Person to comply with any Loan Document, any Other Document or guarantor from any of the Guarantied Obligations in a bankruptcy or similar proceeding, or otherwise. Without limiting the generality of the foregoing, the obligations of Holdings and the Borrowers under this SECTION 11.21 shall not be discharged or impaired or otherwise affected by the failure of any Guarantied Party or any direct other Person to assert any claim or indirect security for demand or to enforce any remedy under this Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any hereof or thereof, by any default, or any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of Holdings or any Borrower or which would otherwise operate as a discharge of Holdings or any Borrower as a matter of law or equity. (v) Holdings and each Borrower further agrees that this SECTION 11.21 shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, interest on or any other amount with respect to any Guarantied Obligation is rescinded or must otherwise be restored by any Guarantied Party, or any other Person upon the bankruptcy or reorganization of Holdings, any Borrower, any other Person or otherwise. (vi) Holdings and each Borrower further agree, in furtherance of the foregoing and not in limitation of any other right which any Guarantied Party or any other Person may have at law or in equity against Holdings or such Borrower by virtue hereof, upon the failure of any Borrower to whom a Loan is made pay any of the Guarantied Obligations; Obligations in respect thereof when and as the same shall become due, whether by required prepayment, declaration or otherwise (including amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or any notice similar provision of any information pertaining the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada)), Holdings and each Borrower jointly and severally liable for such Guarantied Obligation will forthwith pay, or cause to be paid, in cash, to US Agent (or in the case of Canadian Borrowers, Canadian Agent) for the ratable benefit of Guarantied Parties as set forth in this Credit Agreement, an amount equal to the businesssum of the unpaid principal amount of such Guarantied Obligations then due as aforesaid, operationsaccrued and unpaid interest on such Guarantied Obligations (including, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assetswithout limitation, to interest which, but for the filing of a petition in a bankruptcy, reorganization or other similar proceeding with respect to any claim Borrower, would have accrued on such Guarantied Obligations) and all other Guarantied Obligations then owed to Guarantied Parties as aforesaid. All such payments shall be applied promptly from time to time by US Agent as set forth in Section 2.5. (vii) Holdings and each Borrower hereby waive any claim, right or remedy, direct or indirect, that it now has or may hereafter have against any Borrower or any other Person of its assets in connection with this SECTION 11.21 or the event performance by Holdings or any Borrower of its obligations under this SECTION 11.21, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any bankruptcyright of subrogation, insolvency, reorganization reimbursement or similar proceeding, indemnification that Holdings or to the exercise any Borrower now has or may hereafter have against any Borrower or Subsidiary thereof, (b) any other Person of right to enforce, or to participate in, any other claim, 135 right or remedy under that any Guarantied Party now has or in connection with may hereafter have against any Loan DocumentBorrower or a Subsidiary thereof, and (c) any benefit of, and any right to participate in, any Other Document collateral or security now or hereafter held by any Guarantied Party. In addition, until the Guarantied Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, Holdings and each Borrower shall withhold exercise of any right of contribution it may have against any other guarantor of the Guarantied Obligations as a result of any payment hereunder. Holdings and each Borrower further agree that, to the extent the waiver of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any such rights of subrogation, reimbursement or indemnification Holdings or any Borrower may have against any Borrower or against any collateral or security, and any such rights of contribution Holdings or any Borrower may have against any such other guarantor, shall be junior and subordinate to any rights any Guarantied Party may have against any Borrower or other guarantor, to all right, title and interest any Guarantied Party may have in any such collateral or security, and to any right any Guarantied Party may have against such other guarantor. If any amount shall be paid to Holdings on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guarantied Obligations shall not have been paid in full, such amount shall be held in trust for Agents on behalf of Guarantied Parties and shall forthwith be paid over to US Agent (or, in the case of a payment by a Canadian Borrower, to Canadian Agent) for the benefit of Guarantied Parties to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms hereof. (viii) Following indefeasible payment in full in cash of the Obligations, termination of the Commitments and expiration or cancellation of all Letters of Credit, to the extent that any Borrower shall have made a payment under this SECTION 11.21 of all or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than Loans made to preserve that Borrower for which it is primarily liable) (a "GUARANTOR PAYMENT") that, taking into account all other Guarantor Payments then previously or concurrently made by any other Borrower having the same joint and several or guaranty obligation under this SECTION 11.21, exceeds the amount that such claim); any requirement Borrower would otherwise have paid if each Borrower having the same joint and several or guaranty obligation under this SECTION 11.21 had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Borrower's "Allocable Amount" (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of promptness or diligence on the part each of the Administrative AgentBorrowers having the same joint and several or guaranty obligation under this SECTION 11.21 as determined immediately prior to the making of such Guarantor Payment, then, such Borrower shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Borrower having the same joint and several or guaranty obligation under this SECTION 11.21 for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the Lenders "ALLOCABLE AMOUNT" of any Borrower shall be equal to the maximum amount of the claim that could then be recovered from such Borrower under this SECTION 11.21 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law or, in the case of a Canadian Borrower, under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar statute or common law. This SECTION 11.21 is intended only to define the relative rights of Borrowers and nothing set forth in this SECTION 11.21 is intended to or shall impair the obligations of Borrowers, jointly and severally as set forth in this SECTION 11.21, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Credit Agreement, including SECTION 11.21(a). Nothing contained in this SECTION 11.21 shall limit the liability of any Borrower to pay the Loans made directly or indirectly to that Borrower and accrued interest, Fees and Expenses with respect thereto for which such Borrower shall be primarily liable. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Borrower to which such contribution and indemnification is owing. The rights of the indemnifying Borrowers against other Secured PartiesCredit Parties under this SECTION 11.21 shall only be exercisable upon the full and indefeasible payment of the Obligations, the termination of the Commitments and the expiration or cancellation of all Letters of Credit. (ix) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the joint obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or any similar statute or common law) then the Obligations of themeach Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, or any other Person; any requirement to exhaust any remedies under or without limitation, the federal Bankruptcy Code and, in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any case of the Guarantied Obligations or any direct or indirect security for any of Canadian Borrowers, the Guarantied Obligations; any benefit of any statute of limitations; Bankruptcy and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentInsolvency Act (Canada), and any requirement that any Guarantor receive notice of any such acceptance; the Companies' Creditors Arrangement Act (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likeCanada), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty (other than, and to the extent of, the defense of prior indefeasible payment in full of the Guarantied Obligations) arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each Subject to Section 18, if applicable, each of the Guarantors hereby waives any defense to or limitation on its obligations Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to to, anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the The Guarantors hereby waives waive any defense to or ------------ limitation on its their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. 2.02 hereof Without limitation and to the fullest full extent permitted by applicable Lawlaw, each Guarantor waives the Guarantors waive each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 hereof; 2.02 hereof any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person Obligor to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person;Obligor. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person Obligor in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person Obligor of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;. (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each To the fullest extent permitted under applicable Law, each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order Law now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, dishonor or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of the Borrower, any Borrower other Loan Party, any Guarantor or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other PersonLoan Party; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person Loan Party in the event of any bankruptcy, insolvency, reorganization or similar proceedingInsolvency Proceeding, or to the exercise against any the Borrower or any other Person Loan Party of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of any one or more of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, or any other PersonGuaranteed Creditors; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Agreement or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws Laws or the like), or by reason of any election of remedies or other action or inaction by any one or more of the Administrative Agent, the Lenders or the other Secured Parties, or any of them Guaranteed Creditors (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of any one or more of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Guaranteed Creditors to seek a deficiency against any the Borrower or any other Person Loan Party or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (ivd) Any and all defenses it any Guarantor may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each Guarantor hereby waives (i) notice of acceptance hereof and reliance hereon, presentment and demand for payment, protest, notice of protest, notice of dishonor or nonpayment, notice of the Guarantors hereby waives existence, creation or incurrence of any defense to Obligations, notice of any disposition of any collateral or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereofother security for the Obligations and, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable law, any other notice with respect to any of the Obligations of the Borrower or any other Obligor and of this Guaranty, (ii) any requirement that the Administrative Agent, any other Secured Party or any holder of any of the Obligations take any action against the Borrower, any other Obligor or any other Person (including any other guarantor) or proceed against or exhaust any right against any collateral securing the Obligations of the Borrower or any other Obligor and (iii) any requirement that the Administrative Agent, any other Secured Party or any holder of any of the Obligations protect, secure, perfect or insure any security interest or Lien, or any property subject thereto. Each Guarantor hereby waives, and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by any Guarantor of its Guaranteed Obligations or the enforcement by the Administrative Agent or any Lender of this Guaranty. To the maximum extent permitted by Applicable Law, each Guarantor hereby waives each of the following: (i) All notices, disclosures right by statute or otherwise to require the Secured Parties to institute suit against any Obligor or to exhaust any rights and demand remedies that the Secured Parties have or may have against any Obligor and agrees that all rights and remedies provided herein are cumulative and not exclusive of any nature which otherwise might be required from time other rights or remedies provided by law and no failure to time to preserve intact any rights against any Guarantor, including or delay in the following: any notice exercise of any event or circumstance described in Section 3 hereof; any notice required by any Lawright shall operate as a waiver thereof. In this regard, regulation or order each Guarantor agrees that it is bound to the payment and performance of each and all Guaranteed Obligations, whether now existing or hereafter in effect in any jurisdiction; any notice of nonpaymentaccruing, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied as fully as if such Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining were directly owing to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assetsSecured Parties by such Guarantor. Each Guarantor further waives, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Documentmaximum extent permitted by Applicable Law, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim); any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies disability or other action or inaction defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid by the Administrative Agent, Obligors or such Guarantor) of the Lenders or liability of the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action Parties in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likethereof.

Waivers, etc. Each of To the Guarantors fullest extent permitted by Law, the Parent hereby waives any defense to or limitation on its obligations under this Guaranty Article X arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full10.02. Without limitation and limitation, to the fullest extent permitted by applicable Law, each Guarantor the Parent waives each of the followingfollowing for purposes of this Article X: (ia) All all notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantorthe Parent, including the following: (i) any notice of any event or circumstance described in Section 3 hereof; 10.02, (ii) any notice required by any Law, regulation or order Law now or hereafter in effect in any jurisdiction; , (iii) any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; , (iv) any notice of the incurrence of any Guarantied Guaranteed Obligation; , (v) any notice of any default (other than notices expressly required under Article IX hereof) or any failure on the part of any Other Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; , and (vi) any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Other Borrower or any other Person; (iib) Any any right to any marshalling of assets, to the filing of any claim against any Other Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization reorganization, dissolution or similar proceeding, or to the exercise against any Other Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed #89365364v21 Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Lender or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any Guarantor the Parent receive notice of any such acceptance;; and (iiic) Any any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the likesimilar laws), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, Agent or any of them Lender (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Agent or Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Other Borrower or any other Person Person, or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now Guaranteed Obligations or hereafter have based on principles any recourse of suretyship, impairment of collateral, the Parent against any Other Borrower or the likeany other Person.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to to, anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each The Debtor hereby waives presentment, demand, notice, ------------ protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Lender's rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document, any Other Document or any of the Guarantied Secured Obligations or any direct or indirect security for any Collateral; consents to and waives notice of the Guarantied Obligations (granting of renewals, extensions of time for payment or other than indulgences to preserve such claim); the Debtor or to any requirement account debtor in respect of promptness any account receivable or diligence to any other third party, or substitution, release or surrender of any Collateral, the addition or release of persons primarily or secondarily liable on any Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Administrative Agent, the Lenders Lender in exercising any right hereunder shall operate as a waiver of such right or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice right hereunder. Any waiver of any such acceptance; (iii) Any defense right on any one occasion shall not be construed as a bar to or other right arising by reason waiver of any Law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. THE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, UNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Debtor's waivers under this section have been made voluntarily, intelligently and knowingly and after the Debtor has been apprized and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.

Waivers, etc. Each Subject to Sections 20, 21, 22, 23 and 24, as applicable, to the fullest extent it can do so in accordance with applicable Law, each of the Guarantors hereby waives any defense to or limitation on its obligations Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to to, the benefit of discussion and division, anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors Guarantor hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like. Notwithstanding any other term herein to the contrary, the Guarantied Obligations shall exclude the amount of any increase in the aggregate principal amount of the Commitments (together with the interest accrued on the amount of such increased principal) over and above the aggregate principal amount of the Commitments as set forth in the Credit Agreement as of the date of this Guaranty (or over and above any increased aggregate principal amount of the Commitments to which Guarantor has consented in accordance with the terms of this sentence) unless the consent of Guarantor has been provided to the Agent at a time that is substantially contemporaneous with or after the date of such increase; this provision is limited solely to an increase in the aggregate principal amount of the Commitments, as more fully set forth directly above, and to no other circumstance. For the avoidance of doubt, it is not the intent of the waivers set forth in this Section 4 to, and such waivers shall not, waive the necessity for a demand to be made in accordance with the first sentence of Section 2 hereof.

Waivers, etc. Each of In the Guarantors hereby waives any defense to or limitation on its obligations under event that this Guaranty arising out or any other Financing Document is terminated, rejected or disaffirmed as a result of bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or based on any event similar proceedings with respect to the Borrower, the Guarantor's obligations hereunder to the Guaranteed Parties shall continue to the same extent as if the same had not been so terminated, rejected or circumstance referred to in Section 3 hereofdisaffirmed. The Guarantor hereby waives, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each all rights and benefits that might, in whole or in part, relieve it from the performance of its duties and obligations hereunder by reason of any proceeding as specified in the preceding sentence, and the Guarantor waives each agrees that it shall be liable for all sums guaranteed, in respect of and without regard to, any modification, limitation or discharge of the followingliability of the Borrower that may result from any such proceedings and notwithstanding any stay, injunction or other prohibition issued in any such proceedings. Furthermore, the obligations of the Guarantor hereunder will not be discharged by: (ia) All noticesany extension or renewal with respect to any obligation of the Borrower under the Financing Documents; (b) any modification of, disclosures and demand or amendment or supplement to, any such agreement; (c) any furnishing or acceptance of additional security or any release of any nature which otherwise might be required from time to time to preserve intact security; (d) any rights against waiver, consent or other action or inaction or any Guarantor, including the following: any notice exercise or non-exercise of any event right, remedy or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of power with respect to the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with change in the structure of the Borrower; (e) any Loan Document, any Other Document change in ownership of the shares of capital stock of the Guarantor or the Ownership Interests in the Borrower or any merger or consolidation of the Guarantied Obligations Guarantor or any direct the Borrower into or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or with any other Person; (iif) Any right any assignment, transfer, participation or other arrangement by which a Lender transfers its interests in the Drawings or pursuant to any marshalling of assets, which a Lender becomes party to the filing of any claim against any Borrower Note Purchase Agreement or any other Person the Credit Agreement, as the case may be, in accordance with the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any terms of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim); any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Note Purchase Agreement or the other Secured PartiesCredit Agreement, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate as the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptancecase may be; (iiig) Any defense any assignment, transfer or other right arising arrangement by reason which any relevant Lessee transfers its interests in or loses control of the use of the applicable Aircraft or any Law now or hereafter part thereof; or (h) any other occurrence whatsoever, except payment in effect full of all amounts, and the performance of all obligations, in any jurisdiction pertaining each case, owing to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction each Guaranteed Party by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any Borrower on account of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors The Guarantor hereby waives any defense to or limitation on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.02 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to limitation, the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any the Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.02 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person;. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Lender or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any the Guarantor receive notice of any such acceptance;. (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them Lender (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Lender to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each The Guarantor waives promptness, diligence, protest, presentments and all notices and demands whatsoever with respect to any of the Guarantors hereby waives Obligations and this Guaranty, and all rights to require any defense Obligee to (a) proceed against the Lessee, (b) protect, secure, perfect or limitation on its obligations under this Guaranty arising out of insure any Lien or based on any event property subject thereto or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ic) All notices, disclosures and demand of pursue any nature which otherwise might be required from time to time to preserve intact other remedy any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order Obligee may now or hereafter in effect in have against the Lessee. The Guarantor waives any jurisdiction; any notice right or claim of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any right to cause a marshaling of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure Lessee's assets. No delay on the part of any Borrower Obligee in the exercise of any right, power or privilege under the Lease Documents or this Guaranty shall operate as a waiver of any such right, power or privilege. No Obligee shall be obligated to pursue or exhaust any remedies against the Lessee or any other Person person or collateral prior to comply with proceeding against the Guarantor. The Guarantor waives any Loan Documentdefense arising by reason of the cessation from any cause whatsoever of the liability of Lessee, except that the Guarantor does not waive the defense of indefeasible payment in full and performance of the Obligations. Until the Obligations shall have been indefeasibly paid and performed in full, the Guarantor waives any right to enforce the rights it shall acquire by reason of the Guarantor's payment or performance on behalf of the Lessee, whether by way of subrogation or otherwise, any Other Document remedy which any Obligee now has or any of may hereafter have against the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim); any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured PartiesLessee, or any benefit of them, rights to participate in any security now or hereafter held by any other Person; Obligee and pursuit by any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or Obligee of any of its remedies shall not impair this Guaranty and shall not be deemed an election of remedies. Until the Guarantied Obligations shall have been indefeasibly paid in full and performed as aforesaid, the Guarantor shall not take any action to hinder or any direct or indirect security for any of delay the Guarantied Obligations; any benefit exercise of any statute of limitations; and any requirement of acceptance of right to remedy to the extent granted under the Lease Documents, this Guaranty or any other Loan Document or Other Document, and applicable law to any requirement that any Guarantor receive notice of any such acceptance; (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action Obligee in respect of collateral security for the Property or the guaranty hereunder; nor exercise or pursue any rights, remedies, powers, privileges or benefits of any kind hereunder (whether available to the Guarantor hereunder or at law or in equity); nor, in proceedings under the bankruptcy laws or insolvency proceedings of any nature, shall the Guarantor prove, in competition with any Obligee, any claim in respect of any payment hereunder; nor in any such proceedings shall the Guarantor be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of the Guarantied Obligations), which results in denial Lessee or impairment the benefit of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeSecurity.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, hereof excepting only Payment in Full and performance of the Guarantied Obligations in fullFull. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand (other than notices required to be given under the Loan Documents) of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security security, if any, for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security security, if any, for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations, if any), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required re- quired from time to time to preserve intact any rights against any Guarantor, including the followingfollow- ing: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpaymentnon- payment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaran- tied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default de- fault or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower the Bor- rower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy rem- edy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other oth- er action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured Parties, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges dis- charges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyshipsurety- ship, impairment of collateral, or the like.

Waivers, etc. Each of the The Guarantors hereby waives waive any defense to or limitation on its their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.02 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to limitation, the fullest extent permitted by applicable Law, each Guarantor waives Guarantors waive each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.02 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person Persons to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person;. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person Persons in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person Persons of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, Agent and the Lenders or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance; (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other any Secured Parties, or any of themParty, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency lawsLaws, “"one action” laws " Laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other any Secured Parties, or any of them Party (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other any Secured Parties, or any of them, Party to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to (other than, and to the extent of, the defense of prior payment and performance of the Guarantied Obligations) or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All Except as may be expressly contemplated by the Credit Agreement or the other Loan Documents or, Specified Swap Agreements or Other Lender Provided Financial Service Products, all notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or, Specified Swap AgreementAgreements or Other DocumentLender Provided Financial Service Products, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors Borrowers hereby waives any defense to or limitation on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 11.9 [Obligations Absolute] hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor Borrower waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any GuarantorBorrower, including the following: any notice of any event or circumstance described in Section 3 11.9 [Obligations Absolute] hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Agreement or any other Loan Document or Other Document, and any requirement that any Guarantor Borrower receive notice of any such acceptance; (iii) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, Collateral or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, Law each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each The Debtor hereby waives presentment, demand, notice, ------------ protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Lender's rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document, any Other Document or any of the Guarantied Secured Obligations or any direct or indirect security for any Collateral; consents to and waives notice of the Guarantied Obligations (granting of renewals, extensions of time for payment or other than indulgences to preserve such claim); the Debtor or to any requirement account debtor in respect of promptness any account receivable or diligence to any other third party, or substitution, release or surrender of any Collateral, the addition or release of persons primarily or secondarily liable on any Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Administrative Agent, the Lenders Lender in exercising any right hereunder shall operate as a waiver of such right or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice right hereunder. Any waiver of any such acceptance; (iii) Any defense right on any one occasion shall not be construed as a bar to or other right arising by reason waiver of any Law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. THE DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF NEW YORK, UNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Debtor's waivers under this section have been made voluntarily, intelligently and knowingly and after the Debtor has been apprized and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.

Waivers, etc. Each of the Guarantors Borrowers hereby waives any defense to or limitation on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 11.10 [Obligations Absolute] hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor Borrower waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any GuarantorBorrower, including the following: any notice of any event or circumstance described in Section 3 11.10 [Obligations Absolute] hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Agreement or any other Loan Document or Other Document, and any requirement that any Guarantor Borrower receive notice of any such acceptance; (iii) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, Collateral or the like.

Waivers, etc. Each Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Party's rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document, any Other Document Secured Obligations or any of its Collateral; consents to and waives notice of the Guarantied Obligations granting of renewals, extensions of time for payment or other indulgences to such Debtor or to any direct account the Debtor in respect of any account receivable or indirect security for to any other third party, or substitution, release or surrender of any of its Collateral, the Guarantied Obligations (addition or release of persons primarily or secondarily liable on any Secured Obligation or on any account receivable or other than to preserve Collateral of such claim); Debtor, the acceptance of partial payments on any requirement Secured Obligation or on any account receivable or other Collateral of promptness such Debtor and/or the settlement or diligence compromise thereof. No delay or omission on the part of the Administrative Agent, the Lenders Secured Party in exercising any right hereunder shall operate as a waiver of such right or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice right hereunder. Any waiver of any such acceptance; (iii) Any defense right on any one occasion shall not be construed as a bar to or other right arising by reason waiver of any Law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. EACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, UNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE SECURED PARTY AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. Each Debtor's waivers under this Section have been made voluntarily, intelligently and knowingly and after such Debtor has been apprised and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of Subsidiary Guarantor hereby irrevocably waives, to the Guarantors hereby waives fullest extent permitted by Law, any defense to or limitation on its obligations under this Guaranty Agreement arising out of or based on upon any event or circumstance matter referred to in Section 3 hereof, excepting only Payment in Full and performance 2.2. Without limiting the generality of the Guarantied Obligations in full. Without limitation and foregoing, each Subsidiary Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All all notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any such Subsidiary Guarantor, including the following: (i) any notice of any event or circumstance described in Section 3 hereof; 2.2, (ii) any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; , (iii) any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; , (iv) any notice of the incurrence of any Guarantied Obligation; , (v) any notice of any default or any failure on the part of any Borrower Loan Party or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; , and (vi) any notice of any information pertaining to the business, operations, condition (financial or otherwiseother) or prospects of any Borrower Loan Party or any other Person; ; (iib) Any any right to any marshalling of assets, to the filing of any claim against any Borrower Loan Party or any other Person in the event of any bankruptcy, insolvency, reorganization reorganization, dissolution or similar proceeding, or to the exercise against any Borrower Loan Party or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Lender Parties or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any such Subsidiary Guarantor receive notice of any such acceptance; (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors The Guarantor hereby waives any defense to or limitation on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 9.02 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to limitation, the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any the Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 9.02 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person;. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Lender or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any the Guarantor receive notice of any such acceptance;. (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them Lender (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Lender to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any other Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, collateral or the like.

Waivers, etc. Each of To the Guarantors fullest extent permitted by law, the Guarantor hereby waives any defense to or limitation on its obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full2.2. Without limitation and limitation, to the fullest extent permitted by applicable Lawlaw, each the Guarantor waives each of the following: (ia) All all notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any the Guarantor, including the following: (i) any notice of any event or circumstance described in Section 3 hereof; 2.2, (ii) any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; , (iii) any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; , (iv) any notice of the incurrence of any Guarantied Guaranteed Obligation; , (v) any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; , and (vi) any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization reorganization, dissolution or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agentany Lender, the Lenders or the other Secured Parties, or any of them, Agent or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any the Guarantor receive notice of any such acceptance;; and (iiic) Any any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the likesimilar laws), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders any Lender or the other Secured Parties, or any of them Agent (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Agent to seek a deficiency against any the Borrower or any other Person Person, or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now Guaranteed Obligations or hereafter have based on principles any recourse of suretyship, impairment of collateral, the Guarantor against the Borrower or the likeany other Person.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors (a) The Guarantor hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim); any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty and notice of any liability to which it may apply, and waives diligence, presentment, demand of payment, protest, notice of dishonor of any such liabilities, suit or taking other action or making any other Loan Document or Other Documentdemand by CCFI against, and any requirement that other notice to, any Guarantor receive notice of any such acceptance; (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies party liable thereon (including but not limited the Guarantor). The Guarantor agrees that CCFI may at any time and from time to anti-deficiency laws, “one action” laws or time without the like)consent of, or by reason of any election of remedies or other action or inaction by the Administrative Agentnotice to, the Lenders Guarantor, without incurring responsibility to the Guarantor, without impairing or releasing the other Secured Partiesobligations of the Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (i) change the manner, place or terms of, and/or change or extend the time of payment of, renew or alter, any of the Guaranteed Obligations, any security therefor, or any of them (including but not limited to commencement liability incurred directly or completion of any judicial proceeding or nonjudicial sale or other action indirectly in respect of collateral security for thereof, and this Guaranty shall apply to the Guaranteed Obligations so changed, extended, renewed or altered; (ii) exercise or refrain from exercising any of rights against the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person person or which entity (including the Guarantor) or otherwise discharges act or impairs refrain from acting; (iii) settle or compromise any of the Guarantied Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to the creditors of the Borrower (including CCFI); and (iv) Any apply any sums by third parties in respect of any liability or liabilities of the Borrower to CCFI regardless of what liability or liabilities of the Borrower remain unpaid; and/or (v) consent to or waive any breach of, or any act, omission or default under or modify or amend any provision of, the Documents so long as the principal amount of the Loans is not increased without the written consent of the Guarantor. The Guarantor further acknowledges that the Guarantor has not relied on any collateral security which may be granted to CCFI by the Borrower in order to issue this Guaranty, and agrees that this Guaranty shall at all defenses times remain in effect with respect to the Guaranteed Obligations whether the Guaranteed Obligations are secured or unsecured. Nothing herein shall be deemed to be a modification of the terms of the Agreement. (b) The Guarantor hereby waives any right of subrogation which it may now or hereafter have based on principles with respect to any payment it may have made to CCFI in respect of suretyship, impairment of collateral, the Loans or the likeDocuments.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower the Company or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower the Company or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower the Company or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower the Company or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower the Company or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors The Company hereby waives any defense to presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or limitation on its obligations under this Guaranty arising out the enforcement of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Creditor's rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document, any Other Document or any of the Guarantied Secured Obligations or any direct Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or indirect other indulgences to the Company or to any third Party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the Guarantied Obligations (other than to preserve such claim); acceptance of partial payments on any requirement of promptness Secured Obligation or diligence on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Administrative Agent, the Lenders Creditor in exercising any right hereunder shall operate as a waiver of such right or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice right hereunder. Any waiver of any such acceptance; (iii) Any defense right on any one occasion shall not be construed as a bar to or other right arising by reason waiver of any Law now or hereafter in effect in such right on any jurisdiction pertaining to election of remedies future occasion. THE COMPANY FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS (including but not limited to anti-deficiency laws, “one action” laws or the likeOR UNDER THE CONSTITUTION OF ANY OTHER STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED), or OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO CREDITOR AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. The Company's waivers under this section have been made voluntarily, intelligently and knowingly and after the Company has been apprised and counseled by reason of any election of remedies or other action or inaction by its attorneys as to the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.

Waivers, etc. Each Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (i) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any Secured Parties' rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under hereunder or in connection with any Loan Document, any Other Document Secured Obligations or any of its Collateral; consents to and waives notice of the Guarantied Obligations granting of renewals, extensions of time for payment or other indulgences to such Debtor or to any direct account debtor in respect of any account receivable or indirect security for to any other third party, or substitution, release or surrender of any of its Collateral, the Guarantied Obligations (addition or release of persons primarily or secondarily liable on any Secured Obligation or on any account receivable or other than to preserve Collateral of such claim); Debtor, the acceptance of partial payments on any requirement Secured Obligation or on any account receivable or other Collateral of promptness such Debtor and/or the settlement or diligence compromise thereof. No delay or omission on the part of the Administrative Agent, the Lenders Secured Parties in exercising any right hereunder shall operate as a waiver of such right or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice right hereunder. Any waiver of any such acceptance; (iii) Any defense right on any one occasion shall not be construed as a bar to or other right arising by reason waiver of any Law now or hereafter in effect in such right on any jurisdiction pertaining future occasion. EACH DEBTOR FURTHER WAIVES ANY RIGHT IT MAY HAVE UNDER THE CONSTITUTION OF THE COMMONWEALTH OF MASSACHUSETTS, UNDER THE CONSTITUTION OF ANY STATE IN WHICH ANY OF THE COLLATERAL MAY BE LOCATED, OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED BY THIS AGREEMENT TO THE ADMINISTRATIVE AGENT AND WAIVES ITS RIGHTS, IF ANY, TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. Each Debtor's waivers under this section have been made voluntarily, intelligently and knowingly and after such Debtor has been apprised and counseled by its attorneys as to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any nature thereof and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeits possible alternative rights.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesBanks, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each All payments required hereunder shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaim. Borrower and all others who may become liable for the payment of all or any part of the Guarantors Debt do hereby waives severally waive presentment and demand for payment, notice of dishonor, protest and notice of protest and non-payment and all other notices of any defense to or limitation on its obligations under kind, other than notices specifically required by the terms of this Guaranty arising out of or based on any event or circumstance referred to Note, the Security Instrument and the other Loan Documents. Except as otherwise provided in Section 3 5(b) relating to the Defeasance Deposit, no release of any security for the Debt or extension of time for payment of this Note or any installment hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawno alteration, each Guarantor waives each of the following: (i) All notices, disclosures and demand amendment or waiver of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantorprovision of this Note, including the following: any notice of any event Security Instrument or circumstance described in Section 3 hereof; any notice required the other Loan Documents made by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower agreement between Lender or any other Person to comply with person or party shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any Loan Document, any Other Document other person or entity who may become liable for the payment of all or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (ii) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim); any requirement of promptness or diligence on the part of the Administrative AgentDebt, under this Note, the Lenders Security Instrument or the other Secured PartiesLoan Documents. No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Security Instrument or the other Loan Documents. In addition, acceptance by Lender of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default. I f Borrower is a partnership, the agreements herein contained shall remain in force and applicable, notwithstanding any changes in the individuals comprising the partnership, and the term “Borrower,” as used herein, shall include any alternate or successor partnership, but any predecessor partnership and their partners shall not thereby be released from any liability. If Borrower is a corporation or limited liability company, the agreements contained herein shall remain in full force and applicable notwithstanding any changes in the shareholders or members comprising, or the officers and directors or managers relating to, the corporation or limited liability company, and the term “Borrower” as used herein, shall include any alternative or successor corporation or limited liability company, but any predecessor corporation or limited liability company shall not be relieved of themliability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default undera waiver of, any Loan Documentprohibition or restriction on transfers of interests in a partnership, any Other Document corporation or any of limited liability company which may be set forth in the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty Security Instrument or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like.), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each Subject to Section 20, if applicable, to the fullest extent it can do so in accordance with applicable Law, each of the Guarantors hereby waives any defense to or limitation on its obligations Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to anti-deficiency to, anti‑deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. In the event that this Guaranty or any Loan Document to which the Borrower is a party shall be terminated, rejected or disaffirmed as a result of bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar proceedings with respect to the Borrower, each Guarantor’s obligations hereunder to the Guaranteed Party shall continue to the same extent as if the same had not been so terminated, rejected or disaffirmed. Each Guarantor hereby waives all rights and benefits that might, in whole or in part, relieve it from the performance of its duties and obligations by reason of any proceeding as specified in the preceding sentence, and such Guarantor agrees that it shall be liable for all sums guaranteed, in respect of and without regard to, any modification, limitation or discharge of the Guarantors hereby waives liability of the Borrower that may result from any defense such proceedings and notwithstanding any stay, injunction or other prohibition issued in any such proceedings. Furthermore, the obligation of each Guarantor hereunder will not be discharged by any occurrence whatsoever, except payment in full of all amounts payable by the Borrower of amounts due under the Credit Agreement and the other Loan Documents and an absolute discharge or release of such Guarantor signed by the Security Trustee on behalf of the Guaranteed Party (and the Security Trustee shall promptly grant such a discharge following the valid and proper payment and performance of all the Guaranteed Obligations); provided that if the Security Trustee has reasonable grounds for believing that any particular payment, performance or other discharge of the Guaranteed Obligations which it has received is vulnerable to being set aside or limitation on to an order for repayment, and delivers to the Guarantor an opinion of appropriately qualified independent legal advisers substantiating that concern, then the Security Trustee will not be obliged to provide an absolute discharge or release of such Guarantor as mentioned above for so long as such belief reasonably persists; and without prejudice to its generality, the foregoing shall apply in relation to anything which would have discharged such Guarantor (wholly or in part) or which would have afforded such Guarantor any legal or equitable defense, and in relation to any liquidation or dissolution of, or any change in constitution or corporate identity or loss of corporate identity by, the Borrower, any other Guarantor or any other Person. Without prejudice to the generality of the foregoing, to the full extent permitted by law, none of the liabilities or obligations of any Guarantor under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of shall be impaired by: (a) the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the followingGuaranteed Party: (i) All noticesagreeing with the Borrower to any variation or departure (however substantial) of or from the Credit Agreement or any other Loan Document so that any such variation or departure shall, disclosures and demand whatever its nature, be binding upon such Guarantor in all circumstances, notwithstanding that it may increase or otherwise affect the liability of such Guarantor; (ii) releasing or granting any time or any indulgence whatsoever to the Borrower and, in particular, waiving any of the preconditions for the making of any nature which Loan under the Credit Agreement, any contravention by the Borrower of the Credit Agreement or any other Loan Document or entering into any transaction or arrangements whatsoever with or in relation to the Borrower, any other Guarantor, and/or any third party; (iii) taking, accepting, varying, dealing with, enforcing, abstaining from enforcing, surrendering or releasing any security for the Guaranteed Obligations in such manner as they think fit, or claiming, proving for, accepting or transferring any payment in respect of the Guaranteed Obligations in any composition by, or liquidation of, the Borrower, any other Guarantor, and/or any third party or abstaining from so claiming, proving, accepting or transferring. (b) any provision of this Guaranty being or becoming void, unenforceable or otherwise might invalid under any applicable law. The obligations of each Guarantor hereunder shall be required from time to time to preserve intact continuing, absolute and unconditional and shall remain in full force and effect until irrevocable payment, performance or observance in full of all of the Guaranteed Obligations and shall not in any manner be affected by reason of any action taken or not taken by any Guaranteed Party or any other Person or of any lack of prior enforcement or retention of any rights against the Borrower or any GuarantorGuarantor or any illegality, unenforceability or invalidity of the Guaranteed Obligations or the Loan Documents, any other guarantee or other obligations, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, or any other circumstance or condition (whether or not any Guarantor or the Borrower shall have any knowledge or notice thereof), including without limitation: (i) any termination, rescission, waiver, compromise, acceleration, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the following: Loan Documents, or any notice other instrument or agreement applicable to any of the parties to any of the Loan Documents, or to any Aircraft or any part thereof, or any assignment, mortgage or transfer of any event thereof, or circumstance described in Section 3 hereof; of any notice required by interest therein, or any Lawleasing or subleasing of any Aircraft, regulation or order now any furnishing or hereafter in effect acceptance of additional security, or any release of any security, for the obligations of the Borrower under the Loan Documents or the failure of any security or the failure of any Person to perfect any interest in any jurisdiction; collateral security; (ii) any notice failure, omission or delay on the part of nonpaymentthe Borrower, nonperformanceany other Guarantor or any other Person to conform or comply with any term of any Loan Document; (iii) any exercise or nonexercise of any right, dishonorremedy, power or privilege under or in respect of any Loan Document or any obligation or liability contained therein; (iv) except to the extent thereof, any waiver by a Guaranteed Party as provided in the Loan Documents, of the performance or observance by the Borrower of any Guaranteed Obligation, or protest any default under any Loan Document, or the extension or renewal of any Other Loan Document or any change in the provisions of any Loan Document, or any extension of the Guarantied Obligations; time for payment of principal and interest or any notice other Guaranteed Obligation, or of the incurrence time for performance of any Guarantied Obligation; any notice other obligations, covenants or agreements under or arising out of any default Loan Document, or the extension or the renewal of any failure thereof; (v) the exchange, surrender, substitution or modification of any collateral security for any of the Guaranteed Obligations; (vi) any failure, omission or delay on the part of any Guaranteed Party, or its successors or assigns, to give such Guarantor notice of any Event of Default or the like under any Loan Document or to enforce, assert or exercise any right, power or remedy conferred on it in this Guaranty, or any such failure, omission or delay on the part of any Guaranteed Party in connection with any Loan Document or any other action on the part of any Guaranteed Party; (vii) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities, liquidation, or similar proceedings with respect to the Borrower, any Guarantor, any other Person or any of their respective properties or creditors, or the disaffirmance with respect to the Borrower of any of the Loan Documents in any such proceeding or any action taken by any trustee or receiver or by any court in any such proceeding; (viii) any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the Loan Documents; (ix) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, any Aircraft, or any interruption or cessation in the use of any Aircraft or any portion of any thereof by the Borrower or any other Person to comply with for any Loan Documentreason whatsoever (including without limitation any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof, whether or not resulting from accident and whether or not without fault on the part of the Borrower, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower Guarantor or any other Person; (iix) Any right any merger or consolidation of the Borrower or any Guarantor into or with any other Person, or any sale, lease or transfer of any of the assets of the Borrower or any Guarantor to any marshalling other Person or any change in ownership of assetsthe equity interests in the Borrower or any Guarantor; (xi) any compromise, to the filing settlement, release, renewal, extension, indulgence, change in or waiver or modification of any claim against Guaranteed Obligation, or any Borrower failure to mitigate damages, or any release or discharge, by operation of law or otherwise, of the Borrower, any Guarantor or any other Person in from the event performance or observance of any bankruptcyobligation, insolvencycovenant or agreement contained in this Guaranty or any Loan Document; (xii) any transfer, reorganization permitted assignment, participation or similar proceedingother arrangement by the Borrower, any Guaranteed Party, or to the exercise against any Borrower their successors or assigns of its interest, or any other Person part thereof, in and to any Loan Document or the assignment or transfer of any other right or remedy under or rights relating to any Guaranteed Obligation contained in connection with any Loan Document, any Other Document including, without limitation, the full or partial assignment of any of the Guarantied Obligations Loan Documents or any direct assignment, transfer or indirect other arrangement by which the Lessee transfers its interests in or loses control of the use of any Aircraft or any part thereof; (xiii) any defense, setoff, cross-claim or counterclaim which may at any time be available to or asserted by or against the Borrower or such Guarantor (other than the defense of payment or performance in full); (xiv) any misrepresentation or breach of warranty made by the Borrower or any Guarantor in any Loan Document or in any certificate or document delivered in connection therewith; (xv) the genuineness, legality, validity, regularity or enforceability of any Loan Document or collateral security for therefor, or of any assignment or termination of any Loan Document; and (xvi) any other condition or circumstance which might otherwise constitute a legal or equitable discharge, release or defense of a surety or guarantor, or which might otherwise limit recourse against such Guarantor, including, without limitation, any discharge, release, defense or limitation arising out of any applicable law which would either exempt, modify or delay the due or punctual payment and performance of the obligations of such Guarantor hereunder, it being agreed that the obligations of such Guarantor hereunder shall not be discharged except by payment or performance as herein provided. Each Guarantor hereby waives and shall not assert any of the Guarantied foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be made hereunder as and when, from time to time, the Borrower shall default in the payment or performance of the Guaranteed Obligations under the terms of any Loan Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent default in respect of the Guaranteed Obligations. Each Guarantor hereby specifically agrees that it shall not be necessary or required in order to enforce its obligations hereunder that there be, and specifically waives diligence, presentment, demand, protest or notice of any kind whatsoever with respect to this Guaranty or the Guaranteed Obligations, including without limitation: (other than i) notice of acceptance of this Guaranty or notice of nonpayment or nonperformance of any of the Guaranteed Obligations; (ii) demand for payment or performance from the Borrower; (iii) presentment for payment upon the Borrower or the making of any protest; (iv) notice of the amount of the Guaranteed Obligations outstanding at any time; (v) notice of failure to preserve such claim); any requirement of promptness or diligence perform on the part of the Administrative Agent, the Lenders Borrower or the other Secured Parties, notice of dishonor or any of them, or any other Personacceleration; (vi) any requirement to exhaust any remedies exercisable upon a default under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, ; (vii) any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) Any defense sale, transfer or other right arising by reason disposition of any Law now right, title or hereafter interest in effect in or to any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured PartiesAircraft, or any of them part thereof; or (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or viii) any other Person circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise discharges limit recourse against such Guarantor (other than the defense of payment or impairs any of the Guarantied Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likeperformance in full).

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Law, each Guarantor waives each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (iib) Any right to any marshalling marshaling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the The Guarantors hereby waives waive any defense to or ------------- limitation on its their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.02 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest full extent permitted by applicable Lawlaw, each Guarantor waives the Guarantors waive each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.02 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied ObligationGuaranteed obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person;. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, Agent and the Lenders or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;. (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, Agent and the Lenders or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, Agent and the Lenders or the other Secured PartiesBanks, or any of them, to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable LawLaw and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 19, each Guarantor waives each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Law, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Secured Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Secured Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Secured Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Secured Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Secured Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency lawsLaws, “one action” laws Laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured Parties, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; andand {N0221554 } (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each Subject to Section 18, if applicable, each of the Guarantors hereby waives any defense to or limitation on its obligations Guaranteed Obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any Borrower or any other Person; (iib) Any right to any marshalling of assets, to the filing of any claim against any Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including including, but not limited to to, anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Agent or the other Secured PartiesLenders, or any of them, to seek a deficiency against any Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each To the fullest extent permitted by Applicable Law, each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 3.3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Applicable Law, each Guarantor waives each of the following: (i) 3.4.1. All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 3.3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person; (ii) 3.4.2. Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iii) 3.4.3. Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders or the other Secured Parties, or any of them Agent (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations)) or any other Secured Party, which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Agent to seek a deficiency against any the Borrower or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (iv) 3.4.4. Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the likelike (other than the defense that the Guarantied Obligations shall have been fully and finally performed and indefeasibly paid).

Waivers, etc. Each of the The Guarantors hereby waives waive any defense to or limitation on its their obligations under this Guaranty Agreement arising out of or based on any event or circumstance referred to in Section 3 2.2 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to limitation, the fullest extent permitted by applicable Law, each Guarantor waives Guarantors waive each of the following: (ia) All notices, disclosures and demand demands of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including without limitation the following: any notice of any event or circumstance described in Section 3 2.2 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations; any notice of the incurrence of any Guarantied Guaranteed Obligation; any notice of any default or any failure on the part of any the Borrower or any other Person Persons to comply with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of any the Borrower or any other Person;Persons. (iib) Any right to any marshalling of assets, to the filing of any claim against any the Borrower or any other Person Persons in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise against any the Borrower or any other Person Persons of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Obligations (other than to preserve such claim)Guaranteed Obligations; any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders or the other Secured Parties, or any of themBank, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Guaranteed Obligations or any direct or indirect security for any of the Guarantied Guaranteed Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other DocumentAgreement, and any requirement that any Guarantor receive notice of any such acceptance;. (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “"one action” " laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative AgentBank, the Lenders or the other Secured Parties, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Guaranteed Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders or the other Secured Parties, or any of them, Bank to seek a deficiency against any the Borrower or any other Person Persons or which otherwise discharges or impairs any of the Guarantied Guaranteed Obligations; and (iv) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.

Waivers, etc. Each of the Guarantors hereby waives any defense to or limitation on its obligations under this Guaranty arising out of or based on any event or circumstance referred to in Section 3 hereof, excepting only Payment in Full and performance of the Guarantied Obligations in full. Without limitation and to the fullest extent permitted by applicable Lawlaw, each Guarantor waives each of the following: (ia) All notices, disclosures and demand of any nature which otherwise might be required from time to time to preserve intact any rights against any Guarantor, including the following: any notice of any event or circumstance described in Section 3 hereof; any notice required by any Lawlaw, regulation or order now or hereafter in effect in any jurisdiction; any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document, any Other Document or any of the Guarantied Obligations; any notice of the incurrence of any Guarantied Obligation; any notice of any default or any failure on the part of the Borrower, any Borrower Guarantor or any other Person to comply with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; and any notice of any information pertaining to the business, operations, condition (financial or otherwise) or prospects of the Borrower, any Borrower Guarantor or any other Person; (iib) Any right to any marshalling of assets, any right to the filing filing, subject to the provisions of Section 6 below, of any claim against the Borrower, any Borrower Guarantor or any other Person in the event of any bankruptcy, insolvency, reorganization or similar proceeding, or to the exercise exercise, subject to the provisions of Section 6 below, against the Borrower, any Borrower Guarantor or any other Person of any other right or remedy under or in connection with any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations Obligations; (except for, following the indefeasible payment and performance in full of the Guaranteed Obligations, the filing of claims, or the exercise of rights and remedies under or the exercise of rights and remedies under or in connection with the Loan Documents, against other than Loan Parties, in each case, as and to preserve such claim); the extent permitted by Section 6) any requirement of promptness or diligence on the part of the Administrative Agent, the Lenders Collateral Agent or the other Secured PartiesBanks, or any of them, or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document, any Other Document or any of the Guarantied Obligations or any direct or indirect security for any of the Guarantied Obligations; any benefit of any statute of limitations; and any requirement of acceptance of this Guaranty or any other Loan Document or Other Document, and any requirement that any Guarantor receive notice of any such acceptance; (iiic) Any defense or other right arising by reason of any Law law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including but not limited to anti-deficiency laws, “one action” laws or the like), or by reason of any election of remedies or other action or inaction by the Administrative Agent, the Lenders Collateral Agent or the other Secured PartiesBanks, or any of them (including but not limited to commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Guarantied Obligations), which results in denial or impairment of the right of the Administrative Agent, the Lenders Collateral Agent or the other Secured PartiesBanks, or any of them, to seek a deficiency against the Borrower, any Borrower Guarantor or any other Person or which otherwise discharges or impairs any of the Guarantied Obligations; and (ivd) Any and all defenses it may now or hereafter have based on principles of suretyship, impairment of collateral, or the like.