Common use of Waivers of Defenses Clause in Contracts

Waivers of Defenses. The Secondary Obligor waives: (a) Any right it may have to require the Administrative Agent or the Lenders to proceed against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursue; (b) Any defense based on any claim that the Secondary Obligor's obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) any legal disability of the Primary Obligor; (ii) any release, discharge, modification, impairment or limitation of the liability of the Primary Obligor to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; (d) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 or 5.3 above, subject to the provisions of Section 5.2 and 5.3 above.

Waivers of Defenses. The Secondary Obligor Guarantor waives: , to the fullest extent permitted by law: (a) Any right it may have all statutes of limitation as to require the Administrative Agent Indebtedness, this Agreement or the Lenders otherwise as a defense to proceed any action brought against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursue; Guarantor by Bank; (b) Any any defense based on any claim that the Secondary Obligor's obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) upon any legal disability of the Primary Obligor; (ii) Borrower or any release, discharge, modification, impairment discharge or limitation of the liability of the Primary Obligor Borrower to the Administrative Agent or the Lenders from any causeBank, whether consented to by the Administrative Agent or the Lenders consensual or arising by operation of law or any bankruptcy, insolvency, or debtor-relief proceeding, or from any bankruptcy or other voluntary or involuntary proceedingcause; (c) presentment, in or out demand, protest and notice of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; kind; (d) Any any defense (other than the defense of indefeasible payment or indefeasible satisfaction) based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on upon or arising out of any action defense which Borrower may have to the payment or performance of any part of the Administrative Agent Indebtedness; (e) any defense based upon any disbursements by Bank to Borrower pursuant to any agreements or instruments governing or securing the Lenders described Indebtedness whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this Agreement; (f) all rights to participate in Sections 5.2 any security held by Bank for the Indebtedness; (g) irregularity or 5.3 aboveunenforceability of any agreement or instrument representing or governing or securing the Indebtedness; (h) any request that Bank be diligent or prompt in making demands hereunder or under any agreement or instrument representing or governing or securing the Indebtedness; and (i) any other defense in law or equity (other than the defense that the indebtedness has been indefeasibly paid in full), subject to until the provisions of Section 5.2 and 5.3 aboveIndebtedness has been indefeasibly paid in full.

Waivers of Defenses. The Each Secondary Obligor waives: (a) Any right it may have to require the Administrative Agent or the Lenders to proceed against the any Primary Obligor, proceed against or exhaust any security held from the any Primary Obligor, or pursue any other remedy in the Administrative Agent's ’s or Lenders' ’ power to pursue; (b) Any defense based on any claim that the Secondary Obligor's ’s obligations exceed or are more burdensome than those of the any Primary Obligor; (c) Any defense based on: (i) any legal disability of the any Primary Obligor; (ii) any release, discharge, modification, impairment or limitation of the liability of the any Primary Obligor to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("“Insolvency Proceeding"”) and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; (d) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the any Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the any Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's ’s capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 Section 11.02 or 5.3 11.03 above, subject to the provisions of Section 5.2 Sections 11.02 and 5.3 11.03 above.

Waivers of Defenses. The Secondary Obligor Insofar as any Other Borrower Obligation represents an obligation of any Other Borrower (but not insofar as it represents an obligation of the applicable Individual Borrower) and without limiting any other rights or remedies of the Administrative Agent or any Lender on account of the obligations of such Individual Borrower under this Agreement or the other Loan Documents or any security encumbered by such Individual Borrower for any such obligations, each Individual Borrower waives: (a1) Any right it may have to require the Administrative Agent or the Lenders to proceed against the Primary Obligorany Other Borrower, proceed against or exhaust any security held from the Primary Obligorany Other Borrower, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursue; (b2) Any defense based on any claim that any obligations of such Individual Borrower under this Agreement or the Secondary Obligor's obligations other Loan Documents exceed or are more burdensome than that those of the Primary Obligorany Other Borrower; (c3) Any defense based on: (ia) any legal disability of the Primary Obligorany Other Borrower; (iib) any release, discharge, modification, impairment or limitation of the liability of the Primary Obligor any Other Borrower to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iiic) any rejection or disaffirmance, of the Primary Obligor Obligationsany Other Borrower Obligation, or any part thereofof it, or any security held thereforfor it, in any such Insolvency ProceedingsProceeding; (d4) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders any Lender in any Insolvency Proceeding involving the Primary Obligorany Other Borrower, including any election to have their the Administrative Agent's or any Lender’s claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders any Lender to the Primary Obligor any Other Borrower in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders any Lender of any security for any such extension of credit; (e5) All Except for notices expressly provided for under this Agreement or the other Loan Documents, all presentments, demands for performance, notice notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Agreement or any of the Obligations other Loan Documents, and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and; (f6) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 or 5.3 above, subject to the provisions of Section 5.2 and 5.3 16.2 above.

Waivers of Defenses. The Secondary Obligor (a) To the fullest extent permitted by applicable law, each of the Guarantors agrees not to assert, and hereby waives, for the benefit of the Beneficiary, all rights (whether by counterclaim, setoff, recoupment or otherwise) and defenses, whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to the Guarantors to avoid payment of their joint and several obligations under this Guaranty in accordance with the express provisions of this Guaranty, other than a defense based on prior payment or performance of the Obligations in full or prior payment in full by the Guarantors of the relevant Obligation hereunder or under a Dexia Creditor Guarantee. (b) Without limitation of the foregoing, each Guarantor hereby waives: (ai) Any right it may have to require the Administrative Agent any defense arising by reason of any disability or the Lenders to proceed against the Primary other defense of any Obligor, proceed against the Beneficiary or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursueguarantor; (bii) Any any defense based on sovereign immunity of the Guarantors or any Affiliate thereof; (iii) any lack of validity, legality or enforceability of the Obligations, any Material Agreement or any Retained FSA Policy; (iv) the failure of the Beneficiary (A) to assert any claim that or demand or to enforce any right or remedy against any Obligor or any other Person (including any other guarantors) under any FSA Policy or otherwise, or (B) to exercise any right or remedy against any reinsurer, obligor or other guarantor of, or collateral securing, any obligations which are insured by an FSA Policy; (v) the Secondary Obligor's obligations exceed failure of any person to pay to the Guarantors any fees payable to it in consideration for issuance of this Guaranty when due; (vi) any change in the time, manner or are more burdensome than those place of payment of, or in any other term of, all or any of the Primary ObligorObligations of the Beneficiary, or any other extension, compromise or renewal of any Obligation of the Beneficiary; (vii) any reduction, limitation, impairment or termination of the Obligations of the Beneficiary, including any claim of waiver, release, surrender, alteration or compromise other than a release or reduction of the amounts payable in respect of the Obligations effected by FSA without the consent of the Guarantors at any time before a Dexia Event of Default has occurred; (viii) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, nongenuineness, irregularity, repudiation, unenforceability of, or any other event or occurrence affecting, the Obligations of the Beneficiary or otherwise; (ix) any addition, exchange, release, surrender or nonperfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by the Beneficiary securing any of the Obligations of the Beneficiary, other than a release of collateral in respect of the Obligations effected by the Beneficiary without the consent of the Guarantors at any time before a Dexia Event of Default has occurred; (x) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Guarantors or the Beneficiary; (xi) any defense based on the occurrence or continuance of any Dexia Event of Default or event which, with the giving of notice or lapse of time, would become such a Dexia Event of Default; (xii) to the fullest extent permitted by law, any defense arising from fraud and/or fraud in the inducement and any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties; or (xiii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any guarantor. (c) Any defense based on: (i) any legal disability of the Primary Obligor; (ii) any release, discharge, modification, impairment or limitation of the liability of the Primary Obligor to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; (d) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All Each Guarantor expressly waives all presentments, demands for payment or performance, notice notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonordishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of the Obligations and this Guaranty or of the existence, creation, creation or incurring incurrence of new or additional indebtednessObligations (without prejudice to Section 2.1(a) or 2.1(b)). (d) Notwithstanding the waivers set forth in this Section 2.4, the Guarantors reserve the right to assert, subsequent to making payment to the Beneficiary of the amount of the relevant Policy Claim, any claim they may have against any person in relation to such amount, including without limitation any claim against the Beneficiary for any failure of the Beneficiary to comply or cause the Administrator to comply with the requirements of Section 3.13 of the Pledge and Administration Agreement, and demands and notices none of every kindthe foregoing waivers, but only except as set forth in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor Section 2.5, will prejudice any such claim the Guarantors may have, whether directly or as otherwise provided in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 or 5.3 abovea subrogee, subject subsequent to making such payment to the provisions of Section 5.2 and 5.3 aboveBeneficiary.

Waivers of Defenses. The Secondary Obligor Guarantor waives: : (a) Any right it may have all statutes of limitation as to require the Administrative Agent Guaranteed Obligations, this Guaranty Agreement or otherwise as a defense to any action brought against Guarantor by any Buyer, to the Lenders to proceed against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursue; fullest extent permitted by law; (b) Any any defense based on any claim that the Secondary Obligor's obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) upon any legal disability of the Primary Obligor; (ii) any release, discharge, modification, impairment Seller or any discharge or limitation of the liability of the Primary Obligor any Seller to the Administrative Agent or the Lenders from any causeBuyers, whether consented to by the Administrative Agent or the Lenders consensual or arising by operation of law or any bankruptcy, insolvency, or debtor-relief proceeding, or from any bankruptcy or other voluntary or involuntary proceedingcause; (c) presentment, in or out demand, protest and notice of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; kind; (d) Any any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on upon or arising out of any action defense which any Seller may have to the payment or performance of any part of the Administrative Agent Guaranteed Obligations except payment in full; (e) any defense based upon any disbursements by the Buyers to any Seller pursuant to any agreements or instruments governing the Lenders described Guaranteed Obligations whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this Guaranty Agreement; (f) all rights to participate in Sections 5.2 any security held by the Buyers for the Guaranteed Obligations; (g) irregularity or 5.3 aboveunenforceability of any agreement or instrument representing or governing the Guaranteed Obligations; (h) any request that a Buyer be diligent or prompt in making demands hereunder or under any agreement or instrument representing or governing the Guaranteed Obligations; and (i) any other defense in law or equity (except the defense that the Guaranteed Obligations have been indefeasibly paid in full) which, subject to under applicable law, would release the provisions obligation of Section 5.2 and 5.3 abovea guarantor or surety, until the Guaranteed Obligations have been indefeasibly paid in full.

Waivers of Defenses. The Secondary Obligor (a) To the fullest extent permitted by applicable law, the Guarantor agrees not to assert, and hereby waives, for the benefit of each Beneficiary, all rights (whether by counterclaim, setoff, recoupment or otherwise) and defenses, whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to the Guarantor to avoid payment of its obligations under this Guaranty in accordance with the express provisions of this Guaranty, other than a defense based on prior payment or performance in full by the Guarantor of the relevant Obligation hereunder. (b) Without limitation of the foregoing, the Guarantor hereby waives: (ai) Any right it may have to require the Administrative Agent any defense arising by reason of any disability or the Lenders to proceed against the Primary Obligor, proceed against other defense of any Beneficiary or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursueguarantor; (bii) Any any defense based on sovereign immunity of the Guarantor or any Affiliate thereof; (iii) any lack of validity, legality or enforceability of the Obligations, any Separation Document, any MTN Business Transaction Document or any FSA Policy; (iv) the failure of any Beneficiary (A) to assert any claim that or demand or to enforce any right or remedy against any Person (including any other guarantors) under any FSA Policy or otherwise, or (B) to exercise any right or remedy against any reinsurer, obligor or other guarantor of, or collateral securing, any obligations which are insured by an FSA Policy; (v) the Secondary Obligor's obligations exceed failure of any person to pay to the Guarantor any fees payable to it in consideration for issuance of this Guaranty when due; (vi) any change in the time, manner or are more burdensome than those place of payment of, or in any other term of, all or any of the Primary ObligorObligations of any Beneficiary, or any other extension, compromise or renewal of any Obligation of any Beneficiary; (vii) any reduction, limitation, impairment or termination of the Obligations of any Beneficiary, including any claim of waiver, release, surrender, alteration or compromise; (viii) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, nongenuineness, irregularity, repudiation, unenforceability of, or any other event or occurrence affecting, the Obligations of any Beneficiary or otherwise; (ix) any addition, exchange, release, surrender or nonperfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Beneficiary securing any of the Obligations of such Beneficiary; (x) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Guarantor or any Beneficiary; (xi) any defense based on the occurrence or continuance of any DCL Event of Default or event which, with the giving of notice or lapse of time, would become such a DCL Event of Default; (xii) to the fullest extent permitted by law, any defense arising from fraud and/or fraud in the inducement and any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties; (xiii) any failure of any Beneficiary to timely pay any amount to the Guarantor under the Separation Agreement with respect to any Policy Claim or otherwise; or (xiv) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any guarantor. (c) Any defense based on: (i) any legal disability of the Primary Obligor; (ii) any release, discharge, modification, impairment or limitation of the liability of the Primary Obligor to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; (d) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All The Guarantor expressly waives all presentments, demands for payment or performance, notice notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonordishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of the Obligations and this Guaranty or of the existence, creation, creation or incurring incurrence of new or additional indebtednessObligations. (d) Notwithstanding the waivers set forth in this Section 2.4, the Guarantor reserves the right to assert, subsequent to making payment of amounts hereunder, any claim it may have against any person in relation to such amount, including without limitation any claim against any Beneficiary for any failure of any Beneficiary to comply with the terms of the Separation Agreement, and demands and notices none of every kindthe foregoing waivers will prejudice any such claim the Guarantor may have, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor whether directly or as otherwise provided a subrogee, subsequent to making such payment; provided, that, the exercise of any subrogation or reimbursement rights that may accrue to the Guarantor against a third party shall be limited as described in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 or 5.3 above, subject to the provisions of Section 5.2 and 5.3 aboveSeparation Agreement.

Waivers of Defenses. Each Guarantor jointly and severally guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documents (or any agreement relating to Bank Products, as applicable), regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. The Secondary Obligor waivesliability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the following: (a) Any right it may have to require the Administrative Agent any lack of validity or the Lenders to proceed against the Primary Obligor, proceed against enforceability of any Loan Document or exhaust any security held from the Primary Obligor, agreement or pursue any other remedy in the Administrative Agent's or Lenders' power to pursueinstrument relating thereto; (b) Any defense based on any claim that change in the Secondary Obligor's obligations exceed time, manner, or are more burdensome than those place of payment of, or in any other term of, all or any Guarantied Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Primary ObligorGuarantied Obligations resulting from the extension of additional credit; (c) Any defense based on: (i) any legal disability of the Primary Obligor; (ii) any taking, exchange, release, discharge, modification, impairment or limitation non-perfection of the liability of the Primary Obligor to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from Lien on any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor ObligationsCollateral, or any part thereoftaking, release, amendment, waiver of, or consent to departure from any security held thereforother guaranty, in for any such Insolvency ProceedingsGuarantied Obligations; (d) Any defense based on the existence of any action taken claim, set-off, defense, or omitted by the Administrative Agent or the Lenders in other right that any Insolvency Proceeding involving the Primary ObligorGuarantor may have at any time against any Person, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of creditLender; (e) All presentmentsany defense, demands for performanceset-off, notice counterclaim, or claim, of nonperformanceany kind or nature, protestsarising directly or indirectly from the present or future lack of perfection, notices of protestsufficiency, notices of dishonorvalidity, notices of acceptance or enforceability of the Guarantied Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; andany security therefor; (f) Any any right or defense arising by reason of any claim or defense based on upon an election of remedies by Lender including any defense based upon an impairment or arising out elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any Borrower or any other Guarantor or any guarantors or sureties; (g) any change, restructuring, or termination of the corporate, limited liability company, or partnership structure or existence of any action of the Administrative Agent other Guarantor; or (h) any other circumstance that might otherwise constitute a defense available to, or the Lenders described in Sections 5.2 a discharge of, any other Guarantor or 5.3 above, subject to the provisions of Section 5.2 and 5.3 aboveany other guarantor or surety.

Waivers of Defenses. The Secondary Obligor waives: (a) Any right it may have to require the Administrative Agent or the Lenders to proceed against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' ’ power to pursue; (b) Any defense based on any claim that the Secondary Obligor's ’s obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) any legal disability of the Primary Obligor; (ii) any release, discharge, modification, impairment or limitation of the liability of the Primary Obligor to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; (d) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's ’s capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 15.02 or 5.3 15.03 above, subject to the provisions of Section 5.2 Sections 15.02 and 5.3 15.03 above.

Waivers of Defenses. The Secondary Obligor waives: Each Guarantor waives any defense based upon or arising by reason of: (a) Any right it may have to require the Administrative Agent any disability or the Lenders to proceed against the Primary Obligor, proceed against other defense of Borrower or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursue; Person; (b) Any defense based on the cessation of liability or limitation from any claim that the Secondary Obligor's obligations exceed or are more burdensome than those cause whatsoever of the Primary Obligor; Obligations or any portion thereof, other than payment in full; (c) Any defense based on: any lack of authority of any agent or other Person acting or purporting to act on behalf of Borrower, or any defect in the formation of Borrower; (id) the application by Borrower of the proceeds of the Obligations or any other obligation of Borrower to Agent or Banks for purposes other than the purposes represented to, or intended or understood by, Agent, Banks or Guarantors; (e) any legal disability act or omission by Agent or any Bank that directly or indirectly results in or aids the discharge of Borrower or any portion of the Primary Obligor; (ii) Obligations or any release, discharge, modification, impairment or limitation other obligation of the liability of the Primary Obligor Borrower to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising Banks by operation of law or from otherwise; or (f) any bankruptcy modification of the Obligations or any other obligation of Borrower to Agent or Banks in any form whatsoever, including the renewal, extension, acceleration or other voluntary or involuntary proceeding, change in or out of court, time for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, payment of the Primary Obligor Obligations, or other change in the terms of the Obligations or any part thereof, including increase or decrease of the rate of interest thereon. This Guaranty shall remain in full force and effect notwithstanding any release of the Borrower by the Banks from liability given in connection with or pursuant to (i) the Manager Option Agreement, (ii) that certain Agreement to Provide Notice of Non-Liability, dated as of September 15, 1995, among the Bonding Company, the Agent and the Managers, or (iii) the Collateral Intercreditor Agreement. Without limiting the generality of the foregoing, each Guarantor waives any defenses or rights arising under California Civil Code sections 2795, 2808, 2809, 2810, 2815, 2819 through 2825 (inclusive), 2832, 2839, 2845 through 2850 (inclusive), and 2855 or any security held therefor, in any such Insolvency Proceedings; (d) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 or 5.3 above, subject to the provisions of Section 5.2 and 5.3 abovesimilar laws.

Waivers of Defenses. The Secondary Obligor (a) To the fullest extent permitted by applicable law, the Guarantor agrees not to assert, and hereby waives, for the benefit of each Beneficiary, all rights (whether by counterclaim, setoff, recoupment or otherwise) and defenses, whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to the Guarantor to avoid payment of its obligations under this Guaranty in accordance with the express provisions of this Guaranty, other than a defense based on prior payment or performance in full by the Guarantor of the relevant Payment Obligation hereunder. (b) Without limitation of the foregoing, the Guarantor hereby waives: (ai) Any right it may have to require the Administrative Agent any defense arising by reason of any disability or the Lenders to proceed against the Primary other defense of any Obligor, proceed against the Beneficiary or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursueguarantor; (bii) Any any defense based on sovereign immunity of the Guarantor or any Affiliate thereof; (iii) any lack of validity, legality or enforceability of the Obligations, any Separation Document, any MTN Business Transaction Document or any FSA Policy; (iv) the failure of any Beneficiary (A) to assert any claim that the Secondary Obligor's obligations exceed or are more burdensome than those demand or to enforce any right or remedy against any Obligor or any other Person (including any other guarantors) under any Obligation, any FSA Policy or otherwise, or (B) to exercise any right or remedy against any reinsurer, obligor or other guarantor of, or collateral securing, any Obligations of the Primary ObligorObligors; (v) the failure of any person to pay to the Guarantor any fees payable to it in consideration for issuance of this Guaranty when due; (vi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Obligors, or any other extension, compromise or renewal of any Obligation of the Obligors; (vii) any reduction, limitation, impairment or termination of the Obligations of the Obligors, including any claim of waiver, release, surrender, alteration or compromise; (viii) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, nongenuineness, irregularity, repudiation, unenforceability of, or any other event or occurrence affecting, the Obligations of the Obligors or otherwise; (ix) any addition, exchange, release, surrender or nonperfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Beneficiary securing any of the obligations of such Beneficiary; (x) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Guarantor or the Obligors or a Beneficiary; (xi) any defense based on the occurrence or continuance of any DCL Event of Default or event which, with the giving of notice or lapse of time, would become such a DCL Event of Default; (xii) to the fullest extent permitted by law, any defense arising from fraud and/or fraud in the inducement and any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties; (xiii) any failure of any Beneficiary to timely pay any amount to the Guarantor under the Separation Agreement with respect to any Policy Claim or otherwise; or (xiv) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or any guarantor. (c) Any defense based on: (i) any legal disability of the Primary Obligor; (ii) any release, discharge, modification, impairment or limitation of the liability of the Primary Obligor to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; (d) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All The Guarantor expressly waives all presentments, demands for payment or performance, notice notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonordishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of the Obligations and this Guaranty or of the existence, creation, creation or incurring incurrence of new or additional indebtednessObligations. (d) Notwithstanding the waivers set forth in this Section 2.4, the Guarantor reserves the right to assert, subsequent to making payment of amounts hereunder, any claim it may have against any person in relation to such amount, including without limitation any claim against any Beneficiary for any failure of such Beneficiary to comply with the terms of the Separation Agreement, and demands and notices none of every kindthe foregoing waivers will prejudice any such claim the Guarantor may have, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor whether directly or as otherwise provided a subrogee, subsequent to making such payment; provided, that, the exercise of any subrogation or reimbursement rights that may accrue to the Guarantor against a third party shall be limited as described in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 or 5.3 above, subject to the provisions of Section 5.2 and 5.3 aboveSeparation Agreement.

Waivers of Defenses. The Secondary Obligor Guarantor waives: , to the fullest extent permitted by law: (a) Any right it may have all statutes of limitation as to require the Administrative Agent Indebtedness, this Guarantee Agreement or the Lenders otherwise as a defense to proceed any action brought against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursue; Guarantor by Lender; (b) Any any defense based on any claim that the Secondary Obligor's obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) upon any legal disability of the Primary Obligor; (ii) Borrower or any release, discharge, modification, impairment discharge or limitation of the liability of the Primary Obligor Borrower to the Administrative Agent or the Lenders from any causeLender, whether consented to by the Administrative Agent or the Lenders consensual or arising by operation of law or any bankruptcy, insolvency, or debtor-relief proceeding, or from any bankruptcy or other voluntary or involuntary proceedingcause; (c) presentment, in or out demand, protest and notice of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; kind; (d) Any any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on upon or arising out of any action defense which Borrower may have to the payment or performance of any part of the Administrative Agent Indebtedness; (e) any defense based upon any disbursements by Lender to Borrower pursuant to any agreements or instruments governing or securing the Lenders described Indebtedness whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this Guarantee Agreement; (f) all rights to participate in Sections 5.2 any security held by Lender for the Indebtedness; (g) irregularity or 5.3 above, subject to unenforceability of any agreement or instrument representing or governing or securing the provisions Indebtedness; (h) any request that Lender be diligent or prompt in making demands hereunder or under any agreement or instrument representing or governing or securing the Indebtedness; and (i) any other defense in law or equity (other than the defense that the Indebtedness has been indefeasibly paid in full or that a demanded payment is not payable by virtue of Section 5.2 and 5.3 above1(b) hereof), until the Indebtedness has been indefeasibly paid in full.

Waivers of Defenses. The Secondary Obligor waives: (a) Any right it may have to require the Administrative Agent or the Lenders to proceed against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' ’ power to pursue; (b) Any defense based on any claim that the Secondary Obligor's ’s obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) any legal disability of the Primary Obligor; (ii) any release, discharge, modification, impairment or limitation of the liability of the Primary Obligor to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("“Insolvency Proceeding"”) and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; (d) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's ’s capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 15.02 or 5.3 15.03 above, subject to the provisions of Section 5.2 Sections 15.02 and 5.3 15.03 above.

Waivers of Defenses. The Secondary Obligor Drive BOS LP waives: : (a) Any right it may have all statutes of limitation as to require the Administrative indebtedness of the Borrower, this Agreement or otherwise as a defense to any action brought against Drive BOS LP by the Agent or any Lender, to the Lenders to proceed against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursue; fullest extent permitted by law; (b) Any any defense based on any claim that the Secondary Obligor's obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) upon any legal disability of the Primary Obligor; (ii) Borrower or any release, discharge, modification, impairment discharge or limitation of the liability of the Primary Obligor Borrower to the Administrative Agent or the Lenders from any causeLenders, whether consented to by the Administrative Agent or the Lenders consensual or arising by operation of law or any bankruptcy, insolvency, or debtor-relief proceeding, or from any bankruptcy or other voluntary or involuntary proceedingcause; (c) presentment, in or out demand, protest and notice of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; kind; (d) Any any defense based on upon or arising out of any action taken defense which the Borrower may have to the payment or omitted performance of any part of the indebtedness; (e) any defense based upon any disbursements by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor Borrower pursuant to any agreements or instruments governing the indebtedness whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this Section 9A; (f) all rights to participate in any Insolvency Proceeding and the taking and holding security held by the Administrative Agent or the Lenders for the indebtedness of the Borrower; (g) irregularity or unenforceability of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance agreement or instrument representing or governing the indebtedness of the Obligations and of Borrower; (h) any request that the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or a Lender be diligent or prompt in making demands hereunder or under any agreement or instrument representing or governing the Lenders described indebtedness; and (i) any other defense in Sections 5.2 law or 5.3 aboveequity (except the defense that the indebtedness has been indefeasibly paid in full) which, subject to under applicable law, would release the provisions obligation of Section 5.2 and 5.3 abovea guarantor or surety, until the indebtedness has been indefeasibly paid in full.

Waivers of Defenses. The Secondary Obligor Guarantor waives, except as otherwise provided in this Agreement: (a) Any right it may have all statutes of limitation as to require the Administrative indebtedness, this Agreement or otherwise as a defense to any action brought against the Guarantor by the Agent or the Lenders Lender, to proceed against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursuefullest extent permitted by law; (b) Any any defense based on any claim that the Secondary Obligor's obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) upon any legal disability of the Primary Obligor; (ii) Borrower or any release, discharge, modification, impairment discharge or limitation of the liability of the Primary Obligor Borrower to the Administrative Agent or the Lenders from any causeLender, whether consented to by the Administrative Agent or the Lenders consensual or arising by operation of law or any bankruptcy, insolvency, or debtor-relief proceeding, or from any bankruptcy or other voluntary or involuntary proceedingcause; (c) presentment, in or out demand, protest and notice of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedingskind; (d) Any any defense based on upon or arising out of any action taken defense which the Borrower may have to the payment or omitted performance of any part of the indebtedness (other than payment by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of creditBorrower); (e) All presentmentsany defense based upon any disbursements by the Agent or the Lender to the Borrower pursuant to any agreements or instruments governing the indebtedness whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this Agreement; (f) all rights to participate in any security held by the Agent or the Lender for the indebtedness; (g) irregularity or unenforceability of any agreement or instrument representing or governing the indebtedness; (h) any request that the Agent or the Lender be diligent or prompt in making demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of hereunder or under any agreement or instrument representing or governing the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (fi) Any any other defense based on in law or arising out equity (except the defense that the indebtedness has been indefeasibly paid in full) which, under applicable law, would release the obligation of any action of a guarantor or surety, until the Administrative Agent or the Lenders described indebtedness has been indefeasibly paid in Sections 5.2 or 5.3 above, subject to the provisions of Section 5.2 and 5.3 abovefull.

Waivers of Defenses. The Secondary Obligor Each Guarantor, independently and separately, waives: : (a) Any right it may have all statutes of limitation as to require the Administrative Indebtedness, this Agreement or otherwise as a defense to any action brought against such Guarantor by the Agent or any Lender, to the Lenders to proceed against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursue; fullest extent permitted by law; (b) Any any defense based on any claim that the Secondary Obligor's obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) upon any legal disability of the Primary Obligor; (ii) Borrower or any release, discharge, modification, impairment discharge or limitation of the liability of the Primary Obligor Borrower to the Administrative Agent or the Lenders from any causeLenders, whether consented to by the Administrative Agent or the Lenders consensual or arising by operation of law or any bankruptcy, insolvency, or debtor-relief proceeding, or from any bankruptcy or other voluntary or involuntary proceedingcause; (c) presentment, in or out demand, protest and notice of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; kind; (d) Any any defense based on upon or arising out of any action taken defense which the Borrower may have to the payment or omitted performance of any part of the Indebtedness; (e) any defense based upon any disbursements by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor Borrower pursuant to any agreements or instruments governing the Indebtedness whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this Agreement; (f) all rights to participate in any Insolvency Proceeding and the taking and holding security held by the Administrative Agent or the Lenders for the Indebtedness; (g) irregularity or unenforceability of any security for agreement or instrument representing or governing the Indebtedness; (h) any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of request that the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or a Lender be diligent or prompt in making demands hereunder or under any agreement or instrument representing or governing the Lenders described Indebtedness; and (i) any other defense in Sections 5.2 law or 5.3 aboveequity (except the defense that the Indebtedness has been indefeasibly paid in full) which, subject to under applicable law, would release the provisions obligation of Section 5.2 and 5.3 abovea guarantor or surety, until the Indebtedness has been indefeasibly paid in full.

Waivers of Defenses. The Secondary Obligor waives: (a) Any right it may have to require the Administrative Agent or the Lenders to proceed against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's ’s or Lenders' ’ power to pursue; (b) Any defense based on any claim that the Secondary Obligor's ’s obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) any legal disability of the Primary Obligor; (ii) any release, discharge, modification, impairment or limitation of the liability of the Primary Obligor to the Administrative Agent or the Lenders from any cause, whether consented to by the Administrative Agent or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships ("“Insolvency Proceeding"”) and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedings; (d) Any defense based on any action taken or omitted by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to the Primary Obligor in any Insolvency Proceeding and the taking and holding by the Administrative Agent or the Lenders of any security for any such extension of credit; (e) All presentments, demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's ’s capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (f) Any defense based on or arising out of any action of the Administrative Agent or the Lenders described in Sections 5.2 or 5.3 above, subject to the provisions of Section 5.2 and 5.3 above.

Waivers of Defenses. The Secondary Obligor Guarantor waives, except as otherwise provided in this Agreement: (a) Any right it may have all statutes of limitation as to require the Administrative indebtedness, this Agreement or otherwise as a defense to any action brought against the Guarantor by the Agent or any Lender, to the Lenders to proceed against the Primary Obligor, proceed against or exhaust any security held from the Primary Obligor, or pursue any other remedy in the Administrative Agent's or Lenders' power to pursuefullest extent permitted by law; (b) Any any defense based on any claim that the Secondary Obligor's obligations exceed or are more burdensome than those of the Primary Obligor; (c) Any defense based on: (i) upon any legal disability of the Primary Obligor; (ii) any release, discharge, modification, impairment Borrower or any discharge or limitation of the liability of the Primary Obligor any Borrower to the Administrative Agent or the Lenders from any causeLenders, whether consented to by the Administrative Agent or the Lenders consensual or arising by operation of law or any bankruptcy, insolvency, or debtor-relief proceeding, or from any bankruptcy or other voluntary or involuntary proceedingcause; (c) presentment, in or out demand, protest and notice of court, for the adjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance, of the Primary Obligor Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceedingskind; (d) Any any defense based on upon or arising out of any action taken defense which any Borrower may have to the payment or omitted performance of any part of the indebtedness; (e) any defense based upon any disbursements by the Administrative Agent or the Lenders in any Insolvency Proceeding involving the Primary Obligor, including any election to have their claim allowed as being secured, partially secured or unsecured, any extension of credit by the Administrative Agent or the Lenders to any Borrower pursuant to any agreements or instruments governing the Primary Obligor indebtedness whether same be deemed an additional advance or be deemed to be paid out of any special interest or other fund accounts, as constituting unauthorized payments hereunder or amounts not guaranteed by this Agreement; (f) all rights to participate in any Insolvency Proceeding and the taking and holding security held by the Administrative Agent or the Lenders of any security for any such extension of creditthe indebtedness; (eg) All presentments, irregularity or unenforceability of any agreement or instrument representing or governing the indebtedness; (h) any request that the Agent or a Lender be diligent or prompt in making demands for performance, notice of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of hereunder or under any agreement or instrument representing or governing the Obligations and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, but only in Secondary Obligor's capacity as Secondary Obligor and not in its capacity as Primary Obligor or as otherwise provided in the Loan Documents; and (fi) Any any other defense based on in law or arising out equity (except the defense that the indebtedness has been indefeasibly paid in full) which, under applicable law, would release the obligation of any action of a guarantor or surety, until the Administrative Agent or the Lenders described indebtedness has been indefeasibly paid in Sections 5.2 or 5.3 above, subject to the provisions of Section 5.2 and 5.3 abovefull.