Common use of Waivers of Subrogation and Other Rights Clause in Contracts

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by Borrower, Agent or any Lender, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower or Guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether Guarantor may have made any payments to Lender, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During Upon a default by the existence of an Event of Default by Borrower, Agent or any LenderLender in its sole discretion, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with the Borrower or Guarantor, or (iv) exercise any other remedy against the Borrower or any security. No such action by Agent or any Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor may have made any payments to Lender, until the Obligations shall have been indefeasibly paid in full in accordance with the Loan Documents, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, all rights of contribution and any other rights to collect reimbursement from the Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against the Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any LenderLender in its sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or GuarantorIndemnitor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender shall release or limit the liability of GuarantorIndemnitor, who each of whom shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Indemnified Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to Lenderany Indemnified Party, Guarantor hereby Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender any Indemnified Party may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Indemnified Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor Indemnitor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for the Loan, that foreclosure could impair or destroy any ability that Indemnitor may have to seek reimbursement, contribution or indemnification from Borrower or others based on any right Indemnitor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Indemnity. Indemnitor further understands and acknowledges that in the absence of the provisions of this Indemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Indemnity. By executing this Agreement, Indemnitor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Indemnitor will be fully liable under this Agreement even though Lender may foreclose judicially or nonjudicially against any real property security for the Loan; (ii) agrees that Indemnitor will not assert that defense in any action or proceeding which any Indemnified Party may commence to enforce this Agreement; (iii) acknowledges and agrees that the rights and defenses waived by Indemnitor under this Agreement include any right or defense that Indemnitor may have or be entitled to assert; and (iv) acknowledges and agrees that Lender is relying on this waiver in making the Loan, and that this waiver is a material part of the consideration which Lender is receiving for making the Loan. (d) Indemnitor waives Indemnitor’s rights of subrogation and reimbursement and any other rights and defenses available to Indemnitor, including, without limitation, (i) any defenses Indemnitor may have to the indemnity obligation by reason of an election of remedies by Lender and (ii) any rights or defenses Indemnitor may have by reason of protection afforded to the Borrower with respect to the obligation so guaranteed pursuant to the antideficiency or other laws of Ohio limiting or discharging the Borrower’s indebtedness. (e) Indemnitor waives all rights and defenses arising out of an election of remedies by the Agent or any LenderIndemnified Party, even though that election of remedies may affect Guarantor's remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed any Indemnitor’s rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2f) If Agent forecloses on any real property collateral pledged by No provision or waiver in this Indemnity shall be construed as limiting the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver generality of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real propertyother waiver contained in this Indemnity.

Waivers of Subrogation and Other Rights. (ai) During the existence of an Upon any Event of Default by BorrowerDefault, Agent or any Lenderin its sole discretion, without prior notice to or consent of GuarantorPledgor, Secured Party or any Lender may elect to: (iA) foreclose either judicially or nonjudicially against any real or personal property security it may hold Collateral for the IndebtednessObligations, (iiB) accept a transfer of any such security Collateral for the Obligations in lieu of foreclosure, (iiiC) compromise or adjust the Indebtedness Obligations or any part of it thereof or make any other accommodation with Borrower any Guarantor or Guarantorany Person, or (ivD) exercise any other remedy against Borrower any Guarantor or any securityCollateral for the Obligations. No such action by Agent Secured Party or any Lender shall release or limit Secured Party's or the liability of Guarantor, who shall remain liable under this Guaranty after the actionLenders' rights hereunder, even if the effect of the action is to deprive Guarantor Pledgor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower any Guarantor or any other Person for any sums paid to Agent Secured Party or any such Lender, whether contractual or arising by operation of law or otherwise. Guarantor Pledgor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Secured Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessObligations. (bii) Regardless of whether Guarantor Pledgor may have made any payments to LenderSecured Party, Guarantor hereby Pledgor forever waives: (iA) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderGuarantor on account of the Collateral encumbered by this Pledge Agreement, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise; (B) all rights to enforce any remedy that Secured Party or any Lender may have against any Guarantor or any Person granting collateral for the Obligations; and (C) all rights to participate in any Collateral now or later to be held by Secured Party. (iii) Regardless of whether Pledgor may have made any payments to Lender, Pledgor hereby absolutely, irrevocably and unconditionally, now and forever, waives, releases and covenants not to xxx Acquisition Sub or any shareholder thereof in respect of: (i) all rights of restitution, subrogation, exoneration, indemnification and contribution, all rights to collect reimbursement and all other rights, howsoever denominated, to recover from Acquisition Sub, any shareholder thereof any sums paid to Secured Party or any Lender whether pursuant hereto or otherwise paid on the Underlying Debt, and any other rights arising from the existence, payment, performance or enforcement of Pledgor's obligations under this Pledge Agreement or any Collateral Document, (ii) all rights to enforce any remedy that the Secured Party or any Lender may have against BorrowerAcquisition Sub, and (iii) all rights to participate in any security now or later to be held by Agent Secured Party or any Lender for the Underlying Indebtedness, and (iv) all rights to require Acquisition Sub to perform the Underlying Indebtedness; in each case until the full whether now exiting existing or hereafter arising and indefeasible payment and performance of all Indebtednesswhether contractual or arising in equity, and all obligations of the Guarantors hereunder. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent statute, common law or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower otherwise by the operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise. In additionThe foregoing waivers, Guarantor waives all rights releases and defenses that Guarantor may have because covenants are a material part of the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and consideration to the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by for extending the Borrower. (2) If Agent forecloses on any real property collateral pledged by credit under the Borrower: (A) The amount of Acquisition Sub Credit Agreement to the indebtedness Acquisition Sub and may be reduced only enforced by and inure to the price for which that collateral is sold at the foreclosure salebenefit of Secured Party, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any each Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have Acquisition Sub and its shareholders from time to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real propertytime.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerCompany, Agent or any Lender, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower Company or Guarantor, or (iv) exercise any other remedy against Borrower Company or any security. No such action by Agent or any Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Company for any sums paid to Agent or any Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether Guarantor may have made any payments to Lender, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Company for any sums paid to Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against BorrowerCompany, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower Company by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the BorrowerCompany's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowerCompany. (2) If Agent forecloses on any real property collateral pledged by the BorrowerCompany: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the BorrowerCompany. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the BorrowerCompany's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by a Borrower, Agent or any Lenderthe Guaranteed and Secured Parties, in their sole discretion, without prior notice to or consent of Guarantorthe Guarantors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessGuaranteed Obligations, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Guaranteed Obligations or any part of it thereof or make any other accommodation with a Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower a Borrower, any Guarantor or any security. No such action by Agent or any Lender the Guaranteed and Secured Parties shall release or limit the liability of Guarantorthe Guarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor the Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from a Borrower or any Guarantor for any sums paid to Agent or any Lenderthe Guaranteed and Secured Parties, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender the Guaranteed and Secured Parties or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessGuaranteed Obligations. (b) Regardless of whether any Guarantor may have made any payments to Lenderthe Guaranteed and Secured Parties, each Guarantor hereby forever waives: (i) all all, rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from a Borrower and any other Guarantor for any sums paid to Agent or any Lenderthe Guaranteed and Secured Parties, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Agent or any Lender may have against Borrowera Borrower or any other Guarantor, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender the Guaranteed and Secured Parties for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderGuaranteed Obligations. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerBorrowers, Administrative Agent or any Lender, without prior notice to or consent of any Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower Borrowers or GuarantorGuarantors, or (iv) exercise any other remedy against Borrower Borrowers or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorGuarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether any Guarantor may have made any payments to any Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against BorrowerBorrowers, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrower Borrowers by the operation of law or otherwise. In addition, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower's Borrowers' indebtedness is secured by real property. This means, among other things: (1) , that Administrative Agent and the Lenders may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowerBorrowers. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an any Credit Agreement Event of Default by BorrowerDefault, Agent or any Lender, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Guarantied Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Guarantied Indebtedness or any part of it or make any other accommodation with Borrower Acquisition Sub or Guarantor, or (iv) exercise any other remedy against Borrower Acquisition Sub or any security. No such action by Agent or any Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Acquisition Sub for any sums paid to Agent or any Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Guarantied Indebtedness. (b) Regardless of whether Guarantor may have made any payments to Lender, Guarantor hereby absolutely, irrevocably and unconditionally, now and forever, waives, releases and covenants not to xxx Acquisition Sub, any shareholder thereof or any other Guarantor in respect of: (i) all rights of restitution, subrogation, exoneration, indemnification and contribution, all rights of indemnity, and any other rights to collect reimbursement and all other rights, howsoever denominated, to recover from Borrower for Acquisition Sub, any shareholder thereof or any Guarantor any sums paid to Agent or any LenderLender whether pursuant hereto or otherwise paid on the Guarantied Indebtedness, whether contractual and any other rights arising from the existence, payment, performance or arising by operation enforcement of law (including the United States Bankruptcy Code Guarantor's obligations under this Guaranty or any successor or similar statute) or otherwiseCollateral Document, (ii) all rights to enforce any remedy that the Agent or any Lender may have against BorrowerAcquisition Sub, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender for the Guarantied Indebtedness, and (iv) all rights to require Acquisition Sub to perform the Guarantied Indebtedness; in each case until whether now existing or hereafter arising and whether contractual or arising in equity, by statute, common law or otherwise by operation of law (including the full United States Bankruptcy Code or any successor or similar statute) or otherwise. The foregoing waivers, releases and indefeasible payment and performance of all Indebtedness, and all obligations covenants are a material part of the Guarantors hereunderconsideration to the Lenders for extending the credit under the Acquisition Sub Credit Agreement to the Acquisition Sub and may be enforced by and inure to the benefit of Agent, each Lender, Acquisition Sub, its shareholders and each other Guarantor from time to time. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower Acquisition Sub by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerBorrowers, Administrative Agent or any Lender, without prior notice to or consent of any Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower Borrowers or GuarantorGuarantors, or (iv) exercise any other remedy against Borrower Borrowers or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorGuarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) . Regardless of whether any Guarantor may have made any payments to Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against BorrowerBorrowers, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) . Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrower Borrowers by the operation of law or otherwise. In addition, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower's Borrowers' indebtedness is secured by real property. This means, among other things: (1) , that Administrative Agent and the Lenders may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowerBorrowers. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by Borrower, Administrative Agent or any Lender, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower or Guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether Guarantor may have made any payments to Lender, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) , that Administrative Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any LenderBank in its sole discretion, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or Guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender Bank shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor may have made any payments to LenderBank, Guarantor hereby forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender Bank may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Bank for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During Upon a default by the existence of an Event of Default by Borrower, Agent or any Lenderthe Guaranteed Parties, in their sole discretion, without prior notice to or consent of Guarantorthe Guarantors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessGuaranteed Obligations, (ii) accept a transfer of any such security in lieu lien of foreclosure, (iii) compromise or adjust the Indebtedness Guaranteed Obligations or any part of it thereof or make any other accommodation with the Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower the Borrower, any Guarantor or any security. No such action by Agent or any Lender the Guaranteed Parties shall release or limit the liability of Guarantorthe Guarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor the Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower or any Guarantor for any sums paid to Agent or any Lenderthe Guaranteed Parties, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender the Guaranteed Parties or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessGuaranteed Obligations. (b) Regardless of whether any Guarantor may have made any payments to Lenderthe Guaranteed Parties, each Guarantor hereby forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from the Borrower and any other Guarantor for any sums paid to Agent or any Lenderthe Guaranteed Parties, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or any Lender may have against Borrowerthe Borrower or any other Guarantor, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender the Guaranteed Parties for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderGuaranteed Obligations. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by Borrower, Agent or any Lender, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of 4 5 foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower or Guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether Guarantor may have made any payments to Lender, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) , that Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerBorrowers, Administrative Agent or any Lender, without prior notice to or consent of any Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower Borrowers or GuarantorGuarantors, or (iv) exercise any other remedy against Borrower Borrowers or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorGuarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether any Guarantor may have made any payments to Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against BorrowerBorrowers, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrower Borrowers by the operation of law or otherwise. In addition, such Guarantor waives all rights and defenses that such Guarantor may have because the Borrower's Borrowers' indebtedness is secured by real property. This means, among other things: (1) , that Administrative Agent and the Lenders may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowerBorrowers. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any LenderBank in its sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect toto do any one or more of the following: (i) W foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or Guarantorone or more Indemnitor, or and/or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender Bank shall release or limit the liability of GuarantorIndemnitor, who shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor one or more Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to LenderBank under this Agreement, Guarantor hereby until the Loan and all obligations under this Agreement have been paid and performed in full, Indemnitor waives: (iG) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank under this Agreement, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (iiGi) all rights to enforce any remedy that Lender Bank may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Bank for the IndebtednessLoan. Further, in Indemnitor expressly waives each case until the full and indefeasible payment and performance of all Indebtednessevery right, and all obligations if any, to which it may be entitled by virtue of the Guarantors hereunder. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of suretyship law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure saleState of Texas, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lenderincluding without limitation, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights pursuant to Rule 31, Texas Rules of Civil Procedure, Articles 1986 and defenses Guarantor may have because 1987, Revised Civil Statutes of Texas and Chapter 34 of the Borrower's indebtedness is secured by real propertyTexas Business and Commerce Code.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence of an Event any event of Default by Borrowerdefault hereunder, Agent or any Lenderthe Discount Note Indenture Trustee in its sole discretion, without prior notice to or consent of Guarantorthe Guarantors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold security, if any, for the Indebtednessobligations under the Indenture, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust make any accommodation with the Indebtedness Note Issuers or any part of it or make any other accommodation with Borrower or Guarantor, or (iv) exercise any other remedy against Borrower the Note Issuers or any Guarantor or any security. No such action by Agent or any Lender the Discount Note Indenture Trustee shall release or limit the liability of Guarantorthe Guarantors, who shall remain liable under this Noteholder Completion Guaranty after the action, even if the effect of the action is to deprive Guarantor the Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lenderthe Discount Note Indenture Trustee, whether contractual or arising by operation of law or otherwise. Guarantor The Guarantors expressly agrees waive any defenses or benefits that may be derived from NRS Section 40.451, et seq. and judicial decisions relating thereto, or comparable provisions of Nevada law which are comparable to California Civil Procedure xx.xx. 580a, 580b, 580d, or 726 or comparable provisions of the laws of any other jurisdiction, and all other suretyship defenses they otherwise might or would have under Nevada law or other applicable law. The Guarantors expressly agree that under no circumstances shall it they be deemed to have any right, title, interest or claim in or to any real or personal property property, if any, to be held by Agent or any Lender the Discount Note Indenture Trustee or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessGuaranteed Obligations or the obligations under the Indenture. (b) Regardless of whether Guarantor the Guarantors may have made any payments to Lenderthe Discount Note Indenture Trustee under this Noteholder Completion Guaranty, Guarantor the Guarantors hereby waiveswaive: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower the Note Issuers for any sums paid to Agent or any Lenderthe Discount Note Indenture Trustee, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statuteCode) or otherwise, (ii) all rights to enforce any remedy that Lender the Discount Note Indenture Trustee may have against Borrowerthe Note Issuers or any other Person, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender the Discount Note Indenture Trustee for the Indebtedness, obligations under the Indenture. The waivers given in each case this Section 10(b) shall be effective until the full obligations under the Indenture have been indefeasibly paid and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderperformed in full. (c) Guarantor waives all rights The Guarantors understand and defenses arising out of an election of remedies by acknowledge that if the Agent Discount Note Indenture Trustee forecloses judicially or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement nonjudicially against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by or personal security, if any, for the Borrower: (A) The amount of Guaranteed Obligations or the indebtedness may be reduced only by obligations under the price for which Indenture, that collateral is sold at foreclosure could impair or destroy any ability that the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor Guarantors may have to collect seek reimbursement, contribution or indemnification from the Borrower. This is an unconditional and irrevocable waiver of Borrower or the Note Issuers or others based on any rights and defenses Guarantor right the Guarantors may have because of subrogation, reimbursement, contribution or indemnification for any amounts paid by the Borrower's indebtedness Guarantors under this Noteholder Completion Guaranty. The Guarantors further understand and acknowledge that in the absence of this Section 10, such potential impairment or destruction of the Guarantors' rights, if any, may entitle the Guarantors to assert a defense to this Noteholder Completion Guaranty. By executing this Noteholder Completion Guaranty, the Guarantors freely, irrevocably and unconditionally: (i) waive and relinquish that defense and agree that the Guarantors will be fully liable under this Noteholder Completion Guaranty even though the Discount Note Indenture Trustee may foreclose judicially or nonjudicially against any real property security, if any, for the obligations under the Indenture; (ii) agree that the Guarantors will not assert that defense in any action or proceeding which the Discount Note Indenture Trustee may commence to enforce this Noteholder Completion Guaranty; and (iii) acknowledge and agree that this waiver is secured by real propertya material part of the consideration which they are receiving for entering into the transactions contemplated hereby.

Waivers of Subrogation and Other Rights. (a) During Upon a default by the existence of an Event of Default by Borrower, the Administrative Agent or any Lenderand the Lenders in their sole discretion, without prior notice to or consent of the Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessGuaranteed Obligations, (ii) accept a transfer of any such security in lieu lien of foreclosure, (iii) compromise or adjust the Indebtedness Guaranteed Obligations or any part of it thereof or make any other accommodation with the Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower Borrower, any Guarantor or any security. No such action by the Administrative Agent or any Lender shall release or limit the liability of the Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive the Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower or any Guarantor for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. The Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessGuaranteed Obligations. (b) Regardless of whether the Guarantor may have made any payments to the Administrative Agent or any Lender, the Guarantor hereby forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from the Borrower and any other Guarantor for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States the Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or any Lender may have against BorrowerBorrower or any other Guarantor, and (iii) all rights to participate in any security now or later to be held by the Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderGuaranteed Obligations. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any LenderLender in its sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or GuarantorIndemnitor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender shall release or limit the liability of GuarantorIndemnitor, who each of whom shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Indemnified Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to Lenderany Indemnified Party, Guarantor hereby Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender any Indemnified Party may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Indemnified Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor Indemnitor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for the Loan, that foreclosure could impair or destroy any ability that Indemnitor may have to seek reimbursement, contribution or indemnification from Borrower or others based on any right Indemnitor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Indemnity. Indemnitor further understands and acknowledges that in the absence of the provisions of this Indemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Indemnity. By executing this Agreement, Indemnitor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Indemnitor will be fully liable under this Agreement even though Lender may foreclose judicially or nonjudicially against any real property security for the Loan; (ii) agrees that Indemnitor will not assert that defense in any action or proceeding which any Indemnified Party may commence to enforce this Agreement; (iii) acknowledges and agrees that the rights and defenses waived by Indemnitor under this Agreement include any right or defense that Indemnitor may have or be entitled to assert; and (iv) acknowledges and agrees that Lender is relying on this waiver in making the Loan, and that this waiver is a material part of the consideration which Lender is receiving for making the Loan. (d) Indemnitor waives Indemnitor’s rights of subrogation and reimbursement and any other rights and defenses available to Indemnitor, including, without limitation, (i) any defenses Indemnitor may have to the indemnity obligation by reason of an election of remedies by Lender and (ii) any rights or defenses Indemnitor may have by reason of protection afforded to the Borrower with respect to the obligation so guaranteed pursuant to the antideficiency or other laws of Indiana limiting or discharging the Borrower’s indebtedness. (e) Indemnitor waives all rights and defenses arising out of an election of remedies by the Agent or any LenderIndemnified Party, even though that election of remedies may affect Guarantor's remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed any Indemnitor’s rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2f) If Agent forecloses on any real property collateral pledged by No provision or waiver in this Indemnity shall be construed as limiting the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver generality of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real propertyother waiver contained in this Indemnity.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence of an any Event of Default by BorrowerDefault, the Managing Agent or any Lenderin its sole discretion, without prior notice to or consent of GuarantorGuarantors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoans, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loans or any part of it thereof or make any other accommodation with Borrower or Guarantorany other guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by the Managing Agent or any Lender Bank shall release or limit the liability of GuarantorGuarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to the Managing Agent or any Lenderthe Banks, whether contractual or arising by operation of law Law or otherwise. Guarantor Guarantors expressly agrees waive any defenses or benefits that may be derived from NRS Section 40.430 and judicial decisions relating thereto and NRS 40.451, et seq. and judicial decisions relating thereto, or comparable -- --- provisions of Nevada Law which are comparable to California Civil Procedure (S)(S) 580a, 580b, 580d, or 726 or comparable provisions of the Laws of any other jurisdiction, and all other suretyship defenses they otherwise might or would have under Nevada Law or other applicable Law. Guarantors expressly agree that under no circumstances shall it they be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Managing Agent or any Lender Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoans. (b) Regardless of whether Guarantor Guarantors may have made any payments to Lenderthe Managing Agent or any Bank, Guarantor Guarantors hereby waiveswaive: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to the Managing Agent or any LenderBank, whether contractual or arising by operation of law Law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender the Managing Agent or any Bank may have against Borrower, and (iii) all rights to participate in any security now or later to be held by the Managing Agent or any Lender Bank for the Indebtedness, Loans. The waivers given in each case this subsection 9(b) shall be effective --------------- until the Loans and all other Obligations have been paid and performed in full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderCommitments have been terminated. (c) Guarantor waives all rights Guarantors understand and defenses arising out of an election of remedies by acknowledge that if the Managing Agent or any LenderBank forecloses judicially or nonjudicially against any real property security for the Loans, that foreclosure could impair or destroy any ability that Guarantors may have to seek reimbursement, contribution or indemnification from Borrower or others based on any right Guarantors may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Guarantors under this Guaranty. Guarantors further understand and acknowledge that in the absence of this Section 9, such --------- potential impairment or destruction of Guarantors' rights, if any, may entitle Guarantors to assert a defense to this Guaranty. By executing this Guaranty, Guarantors freely, irrevocably and unconditionally: (i) waive and relinquish that defense and agree that Guarantors will be fully liable under this Guaranty even though the Managing Agent or the Banks may foreclose judicially or nonjudicially against any real property security for the Loans; (ii) agree that election of remedies Guarantors will not assert that defense in any action or proceeding which the Managing Agent or the Banks may affect Guarantor's rights of subrogation commence to enforce this Guaranty; and reimbursement against (iii) acknowledge and agree that the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Managing Agent and the Lenders may collect from Guarantor without first foreclosing Banks are relying on any real or personal property collateral pledged by this waiver in making the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount Loans, and that this waiver is a material part of the indebtedness may be reduced only by consideration which they are receiving for making the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale priceLoans. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any LenderBank in its sole discretion, without prior notice to or consent of Guarantor, may elect to: : (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, Loan, (ii) accept a transfer of any such security in lieu of foreclosure, , (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or Guarantor, or or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender Bank shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor may have made any payments to LenderBank, Guarantor hereby forever waives: : (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, , (ii) all rights to enforce any remedy that Lender Bank may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Bank for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any LenderLender in its sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or GuarantorIndemnitor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender shall release or limit the liability of GuarantorIndemnitor, who each of whom shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Indemnified Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to Lenderany Indemnified Party, Guarantor hereby Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender any Indemnified Party may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Indemnified Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor Indemnitor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for the Loan, that foreclosure could impair or destroy any ability that Indemnitor may have to seek reimbursement, contribution or indemnification from Borrower or others based on any right Indemnitor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Indemnity. Indemnitor further understands and acknowledges that in the absence of the provisions of this Indemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Indemnity. By executing this Agreement, Indemnitor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Indemnitor will be fully liable under this Agreement even though Lender may foreclose judicially or nonjudicially against any real property security for the Loan; (ii) agrees that Indemnitor will not assert that defense in any action or proceeding which any Indemnified Party may commence to enforce this Agreement; (iii) acknowledges and agrees that the rights and defenses waived by Indemnitor under this Agreement include any right or defense that Indemnitor may have or be entitled to assert; and (iv) acknowledges and agrees that Lender is relying on this waiver in making the Loan, and that this waiver is a material part of the consideration which Lender is receiving for making the Loan. (d) Indemnitor waives Indemnitor’s rights of subrogation and reimbursement and any other rights and defenses available to Indemnitor, including, without limitation, (i) any defenses Indemnitor may have to the indemnity obligation by reason of an election of remedies by Lender and (ii) any rights or defenses Indemnitor may have by reason of protection afforded to the Borrower with respect to the obligation so guaranteed pursuant to the antideficiency or other laws of Colorado limiting or discharging the Borrower’s indebtedness. (e) Indemnitor waives all rights and defenses arising out of an election of remedies by the Agent or any LenderIndemnified Party, even though that election of remedies may affect Guarantor's remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed any Indemnitor’s rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2f) If Agent forecloses on any real property collateral pledged by No provision or waiver in this Indemnity shall be construed as limiting the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver generality of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real propertyother waiver contained in this Indemnity.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence of an Event of Default by Borrower(as such term is defined in the Note), Agent or any LenderBank in its sole discretion, without prior notice to or Guarantor (except as provided in Section 1 hereof) and without consent of Guarantor, may elect toto do any one or more of the following: (i) W foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or any Guarantor, or and/or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender Bank shall release or limit the liability of any Guarantor, who each of whom shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive a Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness.any (b) Regardless of whether any Guarantor may have made any payments to LenderBank, until the Loan has been paid and performed in full, each Guarantor hereby waives: (i) W all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender Bank may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Bank for the IndebtednessLoan. Further, in each case until the full Guarantor expressly waives each and indefeasible payment and performance of all Indebtedness, and all obligations every right to which it may be entitled by virtue of the Guarantors hereundersuretyship law of the State of Texas, including without limitation, any rights pursuant to Rule 31, Texas Rules of Civil Procedure, Articles 1986 and 1987, Revised Civil Statutes of Texas and Chapter 34 of the Texas Business and Commerce Code. (c) Guarantor waives all rights understands and defenses arising out of an election of remedies by the Agent acknowledges that if Bank forecloses judicially or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement nonjudicially against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by security for the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which Loan, that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent could impair or destroy any Lender, by foreclosing on the real property collateral, has destroyed or affected any right ability that a Guarantor may have to collect seek reimbursement, contribution or indemnification from the Borrower. This is an unconditional and irrevocable waiver of Borrower or others based on any rights and defenses right a Guarantor may have because of subrogation, reimbursement, contribution or indemnification for any amounts paid by any Guarantor under this- Guaranty. By executing this Guaranty, each Guarantor freely, irrevocably and unconditionally: W waives and relinquishes any defense to this Guaranty that he or it may have by law as a result of such action by Bank and agrees that each Guarantor will be fully liable under this Guaranty even though Bank may foreclose judicially or nonjudicially against any real property security for the Borrower's indebtedness Loan; (ii) agrees that he or it will not assert any such defense in any action or proceeding which Bank may commence to enforce this Guaranty; and (iii) acknowledges and agrees that Bank is secured by real propertyrelying on this waiver in making the Loan, and that this waiver is a material part of the consideration which Bank is receiving for making the Loan.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence of an any Event of Default by BorrowerDefault, the Managing Agent or any Lenderin its sole discretion, without prior notice to or consent of GuarantorMaintaining Parties, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoans, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loans or any part of it thereof or make any other accommodation with Borrower or Guarantorany other guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by the Managing Agent or any Lender Bank shall release or limit the liability of GuarantorMaintaining Parties, who shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Maintaining Parties of any subrogation rights, rights of indemnity, or other rights to collect reimbursement reimburse ment from Borrower for any sums paid to the Managing Agent or any Lenderthe Banks, whether contractual or arising by operation of law Law or otherwise. Guarantor Maintaining Parties expressly agrees waive any defenses or benefits that may be derived from NRS Section 40.430 and judicial decisions relating thereto and NRS 40.451, et seq. and -- --- judicial decisions relating thereto, or comparable provisions of Nevada Law which are comparable to California Civil Procedure (S)(S) 580a, 580b, 580d, or 726 or comparable provisions of the Laws of any other jurisdiction, and all other suretyship defenses they otherwise might or would have under Nevada Law or other applicable Law. Maintaining Parties expressly agree that under no circumstances shall it they be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Managing Agent or any Lender Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoans. (b) Regardless of whether Guarantor Maintaining Parties may have made any payments to Lenderthe Managing Agent or any Bank, Guarantor Maintaining Parties hereby waiveswaive: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to the Managing Agent or any LenderBank, whether contractual or arising by operation of law Law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender the Managing Agent or any Bank may have against Borrower, and (iii) all rights to participate in any security now or later to be held by the Managing Agent or any Lender Bank for the Indebtedness, Loans. The waivers given in each case this subsection 8(b) --------------- shall be effective until the Loans and all other Obligations have been paid and performed in full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderCommitments have been terminated. (c) Guarantor waives all rights Maintaining Parties understand and defenses arising out of an election of remedies by acknowledge that if the Managing Agent or any LenderBank forecloses judicially or nonjudicially against any real property security for the Loans, that foreclosure could impair or destroy any ability that Maintaining Parties may have to seek reimbursement, contribution or indemnification from Borrower or others based on any right Maintaining Parties may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Maintaining Parties under this Agreement. Maintaining Parties further understand and acknowledge that in the absence of this Section 8, such potential impairment or destruction of --------- Maintaining Parties' rights, if any, may entitle Maintaining Parties to assert a defense to this Agreement. By executing this Agreement, Maintaining Parties freely, irrevocably and unconditionally: (i) waive and relinquish that defense and agree that Maintaining Parties will be fully liable under this Agreement even though the Managing Agent or the Banks may foreclose judicially or nonjudicially against any real property security for the Loans; (ii) agree that election of remedies Maintaining Parties will not assert that defense in any action or proceeding which the Managing Agent or the Banks may affect Guarantor's rights of subrogation commence to enforce this Agreement; and reimbursement against (iii) acknowledge and agree that the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Managing Agent and the Lenders may collect from Guarantor without first foreclosing Banks are relying on any real or personal property collateral pledged by this waiver in making the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount Loans, and that this waiver is a material part of the indebtedness may be reduced only by consideration which they are receiving for making the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale priceLoans. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (ai) During the existence of an Upon any Event of Default by BorrowerDefault, Agent or any Lenderin its sole discretion, without prior notice to or consent of GuarantorTrustor, Beneficiary or any Bank may elect to: (iA) foreclose either judicially or nonjudicially against any real or personal property security it may hold Collateral for the IndebtednessSecured Obligations, (iiB) accept a transfer of any such security Collateral for the Secured Obligations in lieu of foreclosure, (iiiC) subject to the Credit Agreement, compromise or adjust the Indebtedness Secured Obligations or any part of it thereof or make any other accommodation with Borrower Company or Guarantorany Person, or (ivD) exercise any other remedy against Borrower Company or any securityCollateral for the Secured Obligations. No such action by Agent Beneficiary or any Lender Bank shall release or limit Beneficiary's or the liability of Guarantor, who shall remain liable Banks' rights hereunder or under this Guaranty after the actionother Loan Documents, even if the effect of the action is to deprive Guarantor Trustor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Company or any other Person for any sums paid to Agent Beneficiary or any Lendersuch Bank, whether contractual or arising by operation of law or otherwise. Guarantor Trustor understands and acknowledges that if Beneficiary forecloses judicially or nonjudicially against any real property security for the Secured Obligations other than the Mortgaged Property (herein, "Other Mortgagor Property"), such foreclosure could impair or destroy any right or ability that Trustor may have to seek reimbursement, contribution or indemnification from the Company or others based on any right Trustor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Trustor under this Deed of Trust. Trustor further understands and acknowledges that such potential impairment or destruction of Trustor's rights, if any, may entitle Trustor to assert a defense to this Deed of Trust. By executing this Deed of Trust, Trustor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Trustor will be liable under this Deed of Trust even though Beneficiary may foreclose judicially or nonjudicially against any Other Mortgagor Property; (ii) agrees that Trustor will not assert that defense in any action or proceeding which Beneficiary or any Bank may commence to enforce this Deed of Trust; and (iii) acknowledges and agrees that Beneficiary and each Bank is relying on this waiver in providing the Facility and that this waiver is a material part of the consideration which Beneficiary and each Bank is receiving therefor. Trustor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Beneficiary or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessSecured Obligations. (bii) Regardless of whether Guarantor Trustor may have made any payments to LenderBeneficiary, Guarantor hereby Trustor forever waives: (iA) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderCompany on account of the Mortgaged Property encumbered by this Deed of Trust, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, ; (iiB) all rights to enforce any remedy that Lender Beneficiary or any Bank may have against Borrower, Company or any Person granting collateral for the Secured Obligations; and (iiiC) all rights to participate in any security Collateral now or later to be held by Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderBeneficiary. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any LenderLender in its sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or GuarantorIndemnitor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender shall release or limit the liability of GuarantorIndemnitor, who each of whom shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Indemnified Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to Lenderany Indemnified Party, Guarantor hereby Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender any Indemnified Party may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Indemnified Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor Indemnitor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for the Loan, that foreclosure could impair or destroy any ability that Indemnitor may have to seek reimbursement, contribution or indemnification from Borrower or others based on any right Indemnitor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Indemnity. Indemnitor further understands and acknowledges that in the absence of the provisions of this Indemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Indemnity. By executing this Agreement, Indemnitor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Indemnitor will be fully liable under this Agreement even though Lender may foreclose judicially or nonjudicially against any real property security for the Loan; (ii) agrees that Indemnitor will not assert that defense in any action or proceeding which any Indemnified Party may commence to enforce this Agreement; (iii) acknowledges and agrees that the rights and defenses waived by Indemnitor under this Agreement include any right or defense that Indemnitor may have or be entitled to assert; and (iv) acknowledges and agrees that Lender is relying on this waiver in making the Loan, and that this waiver is a material part of the consideration which Lender is receiving for making the Loan. (d) Indemnitor waives Indemnitor’s rights of subrogation and reimbursement and any other rights and defenses available to Indemnitor, including, without limitation, (i) any defenses Indemnitor may have to the indemnity obligation by reason of an election of remedies by Lender and (ii) any rights or defenses Indemnitor may have by reason of protection afforded to the Borrower with respect to the obligation so guaranteed pursuant to the antideficiency or other laws of Texas limiting or discharging the Borrower’s indebtedness. (e) Indemnitor waives all rights and defenses arising out of an election of remedies by the Agent or any LenderIndemnified Party, even though that election of remedies may affect Guarantor's remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed any Indemnitor’s rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2f) If Agent forecloses on any real property collateral pledged by No provision or waiver in this Indemnity shall be construed as limiting the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver generality of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real propertyother waiver contained in this Indemnity.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence and during the continuance of an Event of a Default by Academy Borrower, Administrative Agent or any Lenderand Lenders in their sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Academy Borrower or GuarantorIndemnitor, or (iv) exercise any other remedy against Academy Borrower or any security. No such action by Administrative Agent or any Lender and/or Lenders shall release or limit the liability of GuarantorIndemnitor, who each of whom shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Academy Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Indemnified Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to Lenderany Indemnified Party, Guarantor hereby Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Academy Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender any Indemnified Party may have against Academy Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Indemnified Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor waives all rights Indemnitor understands and defenses arising out of an election of remedies by the acknowledges that if Administrative Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement Lender forecloses judicially or nonjudicially against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by security for the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which Loan, that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent could impair or destroy any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor ability that Indemnitor may have to collect seek reimbursement, contribution or indemnification from the Borrower. This is an unconditional and irrevocable waiver of Academy Borrower or others based on any rights and defenses Guarantor right Indemnitor may have because of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Indemnity. Indemnitor further understands and acknowledges that in the Borrower's indebtedness is secured by real property.absence of the provisions of this Indemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Indemnity based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence of an any Event of Default by BorrowerDefault, the Administrative Agent or any Lenderin its sole discretion, without prior notice to or consent of Guarantorthe Guarantors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessObligations under the Loan Documents, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loans or any part thereof or any of it the Letters of Credit or make any other accommodation with the Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower the Borrower, any Guarantor or any security. No such action by the Administrative Agent or any Lender shall release or limit the liability of Guarantorthe Guarantors, who shall remain liable under this Completion Guaranty after the action, even if the effect of the action is to deprive Guarantor the Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower for any sums paid to the Administrative Agent or any Lenderthe Lenders, whether contractual or arising by operation of law or otherwise. Guarantor The Guarantors expressly agrees waive any defenses or benefits that may be derived from NRS Section 40.451, et seq. and judicial decisions relating thereto, or comparable provisions of Nevada law which are comparable to California Civil Procedure Sections 580a, 580b, 580d, or 726 or comparable provisions of the laws of any other jurisdiction, and all other suretyship defenses they otherwise might or would have under Nevada law or other applicable law. The Guarantors expressly agree that under no circumstances shall it they be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessObligations under the Credit Agreement. (b) Regardless of whether Guarantor the Guarantors may have made any payments to the Administrative Agent or any Lender, Guarantor the Guarantors hereby waiveswaive: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from the Borrower for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statuteCode) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or any Lender may have against Borrowerthe Borrower or any other Person, and (iii) all rights to participate in any security now or later to be held by the Administrative Agent or any Lender for the Indebtedness, Obligations under the Credit Agreement. The waivers given in each case this Section 9(b) shall be effective until the Loans and all other Obligations under the Credit Agreement have been indefeasibly paid and performed in full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderCommitments have been terminated. (c) Guarantor waives all rights The Guarantors understand and defenses arising out of an election of remedies by acknowledge that if the Administrative Agent or any LenderLender forecloses judicially or nonjudicially against any real property security for the Obligations under the Loan Documents, that foreclosure could impair or destroy any ability that the Guarantors may have to seek reimbursement, contribution or indemnification from the Borrower or others based on any right the Guarantors may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by the Guarantors under this Completion Guaranty. The Guarantors further understand and acknowledge that in the absence of this Section 9, such potential impairment or destruction of the Guarantors' rights, if any, may entitle the Guarantors to assert a defense to this Completion Guaranty. By executing this Completion Guaranty, the Guarantors freely, irrevocably and unconditionally: (i) waive and relinquish that defense and agree that the Guarantors will be fully liable under this Completion Guaranty even though the Administrative Agent of the Lenders may foreclose judicially or nonjudicially against any real property security for the Obligations under the Loan Documents; (ii) agree that election of remedies the Guarantors will not assert that defense in any action or proceeding which the Administrative Agent or the Lenders may affect Guarantor's rights of subrogation commence to enforce this Completion Guaranty; and reimbursement against (iii) acknowledge and agree that the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Administrative Agent and the Lenders may collect from Guarantor without first foreclosing are relying on any real or personal property collateral pledged by this waiver in making the Borrower. (2) If Agent forecloses on any real property collateral pledged by Loans and issuing the Borrower: (A) The amount Letters of Credit, and that this waiver is a material part of the indebtedness may be reduced only by consideration which they are receiving for making the price for which that collateral is sold at Loans and issuing the foreclosure sale, even if the collateral is worth more than the sale priceLetters of Credit. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence of an any Event of Default by BorrowerDefault, the Administrative Agent or any Lenderin its sole discretion, without prior notice to or consent of Guarantorthe Sponsors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessObligations under the Loan Documents, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loans or any part thereof or any of it the Letters of Credit or make any other accommodation with the Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower the Borrower, any Guarantor or any security. No such action by the Administrative Agent or any Lender shall release or limit the liability of Guarantorthe Sponsors, who shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor the Sponsors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower for any sums paid to the Administrative Agent or any Lenderthe Lenders, whether contractual or arising by operation of law or otherwise. Guarantor The Sponsors expressly agrees waive any defenses or benefits that may be derived from NRS Section 40.451, et seq. and judicial decisions relating thereto, or comparable provisions of Nevada law which are comparable to California Civil Procedure xx.xx. 580a, 580b, 580d, or 726 or comparable provisions of the laws of any other jurisdiction, and all other suretyship defenses they otherwise might or would have under Nevada law or other applicable law. The Sponsors expressly agree that under no circumstances shall it they be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessObligations under the Credit Agreement. (b) Regardless of whether Guarantor the Sponsors may have made any payments to the Administrative Agent or any Lender, Guarantor the Sponsors hereby waiveswaive: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from the Borrower for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statuteCode) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or any Lender may have against Borrowerthe Borrower or any other Person, and (iii) all rights to participate in any security now or later to be held by the Administrative Agent or any Lender for the Indebtedness, Obligations under the Credit Agreement. The waivers given in each case this Section 9(b) shall be effective until the Loans and all other Obligations under the Credit Agreement have been indefeasibly paid and performed in full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderCommitments have been terminated. (c) Guarantor waives all rights The Sponsors understand and defenses arising out of an election of remedies by acknowledge that if the Administrative Agent or any LenderLender forecloses judicially or nonjudicially against any real property security for the Obligations under the Loan Documents, that foreclosure could impair or destroy any ability that the Sponsors may have to seek reimbursement, contribution or indemnification from the Borrower or others based on any right the Sponsors may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by the Sponsors under this Agreement. The Sponsors further understand and acknowledge that in the absence of this Section 9, such potential impairment or destruction of the Sponsors' rights, if any, may entitle the Sponsors to assert a defense to this Agreement. By executing this Agreement, the Sponsors freely, irrevocably and unconditionally: (i) waive and relinquish that defense and agree that the Sponsors will be fully liable under this Agreement even though the Administrative Agent of the Lenders may foreclose judicially or nonjudicially against any real property security for the Obligations under the Loan Documents; (ii) agree that election of remedies the Sponsors will not assert that defense in any action or proceeding which the Administrative Agent or the Lenders may affect Guarantor's rights of subrogation commence to enforce this Agreement; and reimbursement against (iii) acknowledge and agree that the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Administrative Agent and the Lenders may collect from Guarantor without first foreclosing are relying on any real or personal property collateral pledged by this waiver in making the Borrower. (2) If Agent forecloses on any real property collateral pledged by Loans and issuing the Borrower: (A) The amount Letters of Credit, and that this waiver is a material part of the indebtedness may be reduced only by consideration which they are receiving for making the price for which that collateral is sold at Loans and issuing the foreclosure sale, even if the collateral is worth more than the sale priceLetters of Credit. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Administrative Agent or any Lenderin its sole discretion, without prior notice to or consent of GuarantorMortgagor, may elect to: to (i) foreclose either judicially or nonjudicially against any real or personal property security it that Administrative Agent may hold for the IndebtednessObligations, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness all or any part of it any Obligations or make any other accommodation with Borrower or Guarantorany other Person, or (iv) exercise any other remedy against Borrower or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorMortgagor, who shall remain liable under this Guaranty the Mortgage after the action, even if the effect of the action is to deprive Guarantor Mortgagor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderAdministrative Agent, whether contractual or arising by operation of law or otherwise. Guarantor Mortgagor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest interest, or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessObligations. (b) Regardless of whether Guarantor Mortgagor may have made any payments to LenderAdministrative Agent, Guarantor hereby waives: until all of the Obligations are paid in full and the Commitments are terminated, Mortgagor waives (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid by Mortgagor to Administrative Agent or any Lenderwith respect to the Obligations, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender Mortgagor may have against BorrowerBorrower with respect to the Obligations, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderObligations. (c) Guarantor waives all rights Mortgagor understands and defenses arising out of an election of remedies by the Agent or any Lender, even though acknowledges that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If if Administrative Agent forecloses on judicially or nonjudicially against any real property collateral pledged by security for the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which Loan, such foreclosure could impair or destroy any ability that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor Mortgagor may have to collect seek reimbursement, contribution, or indemnification from the Borrower. This is an unconditional and irrevocable waiver of Borrower or others based on any rights and defenses Guarantor right that Mortgagor may have because of subrogation, reimbursement, contribution, or indemnification for any amounts paid by Mortgagor for the benefit of Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence of an any Event of Default by BorrowerDefault, the Administrative Agent or any Lenderin its sole discretion, without prior notice to or consent of Guarantorthe Guarantors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessObligations under the Loan Documents, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loans or any part thereof or any of it the Letters of Credit or make any other accommodation with the Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower the Borrower, any Guarantor or any security. No such action by the Administrative Agent or any Lender shall release or limit the liability of Guarantorthe Guarantors, who shall remain liable under this Completion Guaranty after the action, even if the effect of the action is to deprive Guarantor the Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower for any sums paid to the Administrative Agent or any Lenderthe Lenders, whether contractual or arising by operation of law or otherwise. Guarantor The Guarantors expressly agrees waive any defenses or benefits that may be derived from NRS Section 40.451, et seq. and judicial decisions relating thereto, or comparable provisions of Nevada law which are comparable to California Civil Procedure xx.xx. 580a, 580b, 580d, or 726 or comparable provisions of the laws of any other jurisdiction, and all other suretyship defenses they otherwise might or would have under Nevada law or other applicable law. The Guarantors expressly agree that under no circumstances shall it they be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessObligations under the Credit Agreement. (b) Regardless of whether Guarantor the Guarantors may have made any payments to the Administrative Agent or any Lender, Guarantor the Guarantors hereby waiveswaive: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from the Borrower for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statuteCode) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or any Lender may have against Borrowerthe Borrower or any other Person, and (iii) all rights to participate in any security now or later to be held by the Administrative Agent or any Lender for the Indebtedness, Obligations under the Credit Agreement. The waivers given in each case this Section 9(b) shall be effective until the Loans and all other Obligations under the Credit Agreement have been indefeasibly paid and performed in full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderCommitments have been terminated. (c) Guarantor waives all rights The Guarantors understand and defenses arising out of an election of remedies by acknowledge that if the Administrative Agent or any LenderLender forecloses judicially or nonjudicially against any real property security for the Obligations under the Loan Documents, that foreclosure could impair or destroy any ability that the Guarantors may have to seek reimbursement, contribution or indemnification from the Borrower or others based on any right the Guarantors may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by the Guarantors under this Completion Guaranty. The Guarantors further understand and acknowledge that in the absence of this Section 9, such potential impairment or destruction of the Guarantors' rights, if any, may entitle the Guarantors to assert a defense to this Completion Guaranty. By executing this Completion Guaranty, the Guarantors freely, irrevocably and unconditionally: (i) waive and relinquish that defense and agree that the Guarantors will be fully liable under this Completion Guaranty even though the Administrative Agent of the Lenders may foreclose judicially or nonjudicially against any real property security for the Obligations under the Loan Documents; (ii) agree that election of remedies the Guarantors will not assert that defense in any action or proceeding which the Administrative Agent or the Lenders may affect Guarantor's rights of subrogation commence to enforce this Completion Guaranty; and reimbursement against (iii) acknowledge and agree that the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Administrative Agent and the Lenders may collect from Guarantor without first foreclosing are relying on any real or personal property collateral pledged by this waiver in making the Borrower. (2) If Agent forecloses on any real property collateral pledged by Loans and issuing the Borrower: (A) The amount Letters of Credit, and that this waiver is a material part of the indebtedness may be reduced only by consideration which they are receiving for making the price for which that collateral is sold at Loans and issuing the foreclosure sale, even if the collateral is worth more than the sale priceLetters of Credit. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During If any default by the existence of an Event of Default by BorrowerGuarantor under this Agreement shall have occurred and be continuing, Agent or any Lenderbut at all times subject to the Priority Agreement, without the Lender Parties, in their sole discretion, with prior notice to or consent of the Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold held for the IndebtednessGuaranteed Obligations, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust any of the Indebtedness Guaranteed Obligations or any part of it any Guaranteed Obligation or make any other accommodation with Borrower guarantor or Guarantor, surety of any of the Guaranteed Obligations or (iv) exercise any other remedy against Borrower the Guarantor or any security. No Subject to the Priority Agreement, no such action by Agent or any a Lender Party shall release or limit the liability of the Guarantor, who shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive the Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower or any Principal Subsidiary for any sums paid to Agent or any Lenderof the Lender Parties, whether contractual or arising by operation of law Applicable Law or otherwise. Subject to the Priority Agreement, the Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any of the Lender Parties or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessGuaranteed Obligations. (b) Regardless of whether Guarantor may have made any payments to Lender, Guarantor hereby waives: (i) all rights of subrogationsubrogation and reimbursement, all rights of indemnity, and any other rights to collect reimbursement from the Borrower or any Principal Subsidiary for any sums paid to Agent or any LenderLender Party, whether contractual or arising by operation of law Applicable Law (including under Alaska Statutes ("AS") 45.03.419, Sections 2847 or 2848 of -- the California Civil Code, under any provisions of the United States Bankruptcy Code Code, or any successor or similar statutestatutes) or otherwise, , (ii) all rights to enforce any remedy that any Lender Party may have against Borrowerthe Borrower or any Principal Subsidiary, and and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations any of the Guarantors hereunder. (c) Guaranteed Obligations. The Guarantor waives all rights and defenses arising out further agrees that, to the extent the waiver or agreement to withhold the exercise of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's its rights of subrogation subrogation, reimbursement, indemnification and reimbursement contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement, indemnification and contribution the Guarantor may have against the Borrower by the operation of law or otherwise. In additionany Principal Subsidiary or against any collateral or security, Guarantor waives shall be junior and subordinate, and to all rights right, title and defenses that Guarantor interest any Lender Party may have because in any such collateral or security. If any amount shall be paid to the Borrower's indebtedness is secured by real property. This meansGuarantor on account of any such subrogation, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on reimbursement, indemnification or contribution rights at any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount time when all of the indebtedness may Guaranteed Obligations have not been paid or otherwise performed in full, such amount shall be reduced only by held in trust for the price for which that collateral is sold at Lender Parties and shall forthwith be paid over to the foreclosure saleLender Parties to be credited and applied against the Guaranteed Obligations, even if whether matured or unmatured, in accordance with the collateral is worth more than terms of the sale priceLoan Documents (including Section 4.13 of the Loan Agreement). (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any Lenderthe Guaranteed and Secured Parties, in their sole discretion, without prior notice to or consent of Guarantorthe Guarantors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessGuaranteed Obligations, (ii) accept a transfer of any such security in lieu lien of foreclosure, (iii) compromise or adjust the Indebtedness Guaranteed Obligations or any part of it thereof or make any other accommodation with Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower Borrower, any Guarantor or any security. No such action by Agent or any Lender the Guaranteed and Secured Parties shall release or limit the liability of Guarantorthe Guarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor the Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower or any Guarantor for any sums paid to Agent or any Lenderthe Guaranteed and Secured Parties, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender the Guaranteed and Secured Parties or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessGuaranteed Obligations. (b) Regardless of whether any Guarantor may have made any payments to Lenderthe Guaranteed and Secured Parties, each Guarantor hereby forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower and any other Guarantor for any sums paid to Agent or any Lenderthe Guaranteed and Secured Parties, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Agent or any Lender may have against BorrowerBorrower or any other Guarantor, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender the Guaranteed and Secured Parties for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderGuaranteed Obligations. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerCompany, Agent or any LenderBank, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessFacility, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Facility or any part of it or make any other accommodation with Borrower Company or Guarantor, or (iv) exercise any other remedy against Borrower Company or any security. No such action by Agent or any Lender Bank shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Company for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessFacility. (b) Regardless of whether Guarantor may have made any payments to LenderBank, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Company for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender Bank may have against BorrowerCompany, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Bank for the IndebtednessFacility, in each case until the full and indefeasible payment and performance of all IndebtednessObligations under (and as defined in) each of the Revolving Credit Agreement and the Bridge Loan Agreement, and all obligations of the Guarantors hereunder. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence Upon a default of an Event of Default by Borrower, Agent or any Lender, in Lender's sole and absolute discretion, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially non-judicially against any real or personal property security it may hold for the Indebtedness, Collateral; (ii) accept a transfer of any such security in lieu of foreclosure, ; (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or Guarantor, ; or (iv) exercise any other remedy against Borrower or any security. , No such action by Agent or any Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law or otherwise. In connection with the Loan, Guarantor expressly agrees that under no circumstances shall it Guarantor be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender or any third party after any foreclosure or transfer Transfer in lieu of foreclosure of any security for the Indebtednesssuch property. (b) Regardless of whether Guarantor may have made any payments to Lender, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, ; (ii) all rights right to enforce any remedy that Lender may have against Borrower, ; and (iii) all rights to participate in any security now or later to be held by Agent or any Lender for the Indebtedness, Loan. The waivers given in each case this subsection 5(b) shall be effective until the full Loan has been paid and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderperformed in full. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any Lenderthe Lender in its sole discretion, without prior notice to or consent of Guarantor, may elect to: : (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessGuaranteed Obligations, (ii) accept a transfer of any such security in lieu lien of foreclosure, (iii) compromise or adjust the Indebtedness Guaranteed Obligations or any part of it thereof or make any other accommodation with Borrower or Guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any the Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any the Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any the Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessGuaranteed Obligations. (b) Regardless of whether Guarantor may have made any payments to the Lender, Guarantor hereby forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any the Lender, whether contractual or arising by operation of law (including the United States the Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that the Lender may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any the Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderGuaranteed Obligations. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence of an any Event of Default by BorrowerDefault, the Managing Agent or any Lenderin its sole discretion, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoans, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loans or any part of it thereof or make any other accommodation with Borrower or Guarantorany other guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by the Managing Agent or any Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to the Managing Agent or any Lenderthe Lenders, whether contractual or arising by operation of law Law or otherwise. Guarantor expressly waives any defenses or benefits that may be derived from NRS Section 40.430 and judicial decisions relating thereto and NRS 40.451, ET SEQ. and judicial decisions relating thereto, or comparable provisions of Nevada Law which are comparable to California Civil Procedure Sections 580a, 580b, 580d, or 726 or comparable provisions of the Laws of any other jurisdiction, and all other suretyship defenses they otherwise might or would have under Nevada Law or other applicable Law. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Managing Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoans. (b) Regardless of whether Guarantor may have made any payments to the Managing Agent or any Lender, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to the Managing Agent or any Lender, whether contractual or arising by operation of law Law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that the Managing Agent or any Lender may have against Borrower, and (iii) all rights to participate in any security now or later to be held by the Managing Agent or any Lender for the Indebtedness, Loans. The waivers given in each case this SUBSECTION 9(B) shall be effective until the Loans and all other Obligations have been paid and performed in full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderCommitments have been terminated. (c) Guarantor waives all rights understands and defenses arising out of an election of remedies by acknowledges that if the Managing Agent or any Lender, even though Lender forecloses judicially or nonjudicially against any real property security for the Loans that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law foreclosure could impair or otherwise. In addition, Guarantor waives all rights and defenses destroy any ability that Guarantor may have because the Borrower's indebtedness is secured by real property. This meansto seek reimbursement, among other things: (1) Agent and the Lenders may collect contribution or indemnification from Guarantor without first foreclosing Borrower or others based on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrowerof subrogation, reimbursement, contribution or indemnification for any amounts paid by Guarantor under this Guaranty. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.further understands and

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence and during the continuance of an Event of a Default by Nutfield Borrower, Administrative Agent or any Lenderand Lenders in their sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Nutfield Borrower or GuarantorIndemnitor, or (iv) exercise any other remedy against Nutfield Borrower or any security. No such action by Administrative Agent or any Lender and/or Lenders shall release or limit the liability of GuarantorIndemnitor, who each of whom shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Nutfield Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Indemnified Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to Lenderany Indemnified Party, Guarantor hereby Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Nutfield Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender any Indemnified Party may have against Nutfield Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Indemnified Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor waives all rights Indemnitor understands and defenses arising out of an election of remedies by the acknowledges that if Administrative Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement Lender forecloses judicially or nonjudicially against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by security for the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which Loan, that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent could impair or destroy any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor ability that Indemnitor may have to collect seek reimbursement, contribution or indemnification from the Borrower. This is an unconditional and irrevocable waiver of Nutfield Borrower or others based on any rights and defenses Guarantor right Indemnitor may have because of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Indemnity. Indemnitor further understands and acknowledges that in the Borrower's indebtedness is secured by real property.absence of the provisions of this Indemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Indemnity based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence and during the continuance of an Event of a Default by Cirrus Borrower, Administrative Agent or any Lenderand Lenders in their sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Cirrus Borrower or GuarantorIndemnitor, or (iv) exercise any other remedy against Cirrus Borrower or any security. No such action by Administrative Agent or any Lender and/or Lenders shall release or limit the liability of GuarantorIndemnitor, who each of whom shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Cirrus Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Indemnified Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to Lenderany Indemnified Party, Guarantor hereby Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Cirrus Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender any Indemnified Party may have against Cirrus Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Indemnified Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor waives all rights Indemnitor understands and defenses arising out of an election of remedies by the acknowledges that if Administrative Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement Lender forecloses judicially or nonjudicially against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by security for the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which Loan, that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent could impair or destroy any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor ability that Indemnitor may have to collect seek reimbursement, contribution or indemnification from the Borrower. This is an unconditional and irrevocable waiver of Cirrus Borrower or others based on any rights and defenses Guarantor right Indemnitor may have because of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Indemnity. Indemnitor further understands and acknowledges that in the Borrower's indebtedness is secured by real property.absence of the provisions of this Indemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Indemnity based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence and during the continuance of an Event of a Default by 5995 Plaza Borrower, Administrative Agent or any Lenderand Lenders in their sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with 5995 Plaza Borrower or GuarantorIndemnitor, or (iv) exercise any other remedy against 5995 Plaza Borrower or any security. No such action by Administrative Agent or any Lender and/or Lenders shall release or limit the liability of GuarantorIndemnitor, who each of whom shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from 5995 Plaza Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Indemnified Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to Lenderany Indemnified Party, Guarantor hereby Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from 5995 Plaza Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender any Indemnified Party may have against 5995 Plaza Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Indemnified Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor waives all rights Indemnitor understands and defenses arising out of an election of remedies by the acknowledges that if Administrative Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement Lender forecloses judicially or nonjudicially against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by security for the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which Loan, that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent could impair or destroy any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor ability that Indemnitor may have to collect seek reimbursement, contribution or indemnification from the Borrower. This is an unconditional and irrevocable waiver of 5995 Plaza Borrower or others based on any rights and defenses Guarantor right Indemnitor may have because of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Indemnity. Indemnitor further understands and acknowledges that in the Borrower's indebtedness is secured by real property.absence of the provisions of this Indemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Indemnity based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x.

Waivers of Subrogation and Other Rights. (ai) During Upon the existence occurrence of an Event of Default by BorrowerActionable Default, Agent or any LenderBeneficiary in its sole discretion, without prior notice (other than any notices expressly required to be given under this Deed of Trust or any other Finance Document) to or consent of GuarantorTrustor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessFinance Documents, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Finance Documents or any part of it them or make any other accommodation with Borrower the Issuer or GuarantorTrustor, or (iv) exercise any other remedy against Borrower Issuers or any security. No such action by Agent or any Lender Beneficiary shall release or limit the liability of GuarantorTrustor, who shall remain liable under this Guaranty Deed of Trust after the action, even if the effect of the action is to deprive Guarantor Trustor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower the Issuer for any sums paid to Agent or any LenderBeneficiary, whether contractual or arising by operation of law or otherwise. Guarantor Trustor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Beneficiary or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessFinance Documents. (bii) Regardless of whether Guarantor Trustor may have made any payments to LenderBeneficiary, Guarantor hereby Trustor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower the Issuer for any sums paid to Agent or any LenderBeneficiary, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender Beneficiary may have against Borrowerthe Issuer, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Beneficiary for the Indebtedness, in each case until Finance Documents. Nothing contained herein shall prohibit Trustor from seeking reimbursement from the full Issuer pursuant to any agreement between the Issuer and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderTrustor. (ciii) Guarantor Trustor understands and acknowledges that if Beneficiary forecloses judicially or nonjudicially against any real property security for the Finance Documents, that foreclosure could impair or destroy any ability that Trustor may have to seek reimbursement, contribution or indemnification from Issuer or others based on any right Trustor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Trustor under this Deed of Trust. Trustor further understands and acknowledges that in the absence of the relevant provisions of this Deed of Trust, such potential impairment or destruction of Trustor’s rights, if any, may entitle Trustor to assert a defense to the enforcement of this Deed of Trust based on Section 580d of the California Code of Civil Procedure, as interpreted in Union Bank x. Xxxxxxx, 265 Cal.App.2d 40 (1968). By executing this Deed of Trust, Trustor freely, irrevocably and unconditionally: (i) waives all and relinquishes that defense and agrees that Trustor will be fully liable under the Deed of Trust even though Beneficiary may foreclose judicially or nonjudicially against any real property security for the Finance Documents; (ii) agrees that Trustor will not assert that defense in any action or proceeding which Beneficiary may commence to enforce the Deed of Trust; (iii) acknowledges and agrees that the rights and defenses waived by Trustor under this Deed of Trust include any right or defense that Trustor may have or be entitled to assert in its capacity as a surety or guarantor based upon or arising out of an election any one or more of remedies by Sections 580a, 580b, 580d or 726 of the Agent California Code of Civil Procedure, or any LenderSection 2848 of the California Civil Code; and (iv) acknowledges and agrees that Beneficiary is relying on this waiver in agreeing to make the Finance Documents, even though and that election this waiver is a material part of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by consideration which Beneficiary is receiving for agreeing to make the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowerFinance Documents. (2iv) If Agent forecloses on Section 4.06(b) and Section 4.06(c) shall not constitute (i) a waiver by Issuer of any real property collateral pledged of its rights or remedies under the Finance Documents, except as expressly set forth therein, or (ii) a waiver by the Borrower: (A) The amount Trustor of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent any of its rights under this Deed of Trust or any Lenderother Finance Document to which it is a party, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real propertyexcept as expressly set forth therein.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by Borrower, Agent or any Lender, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower or Guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether Guarantor may have made any payments to Lender, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) , that Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerDefault, subject to the Intercreditor Agreement and the other Collateral Documents, Administrative Agent or any LenderLender (subject to Section 8.02 of the Credit Agreement), without prior notice to or consent of any Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower Borrowers or GuarantorGuarantors, or (iv) exercise any other remedy against Borrower Borrowers or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorGuarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether any Guarantor may have made any payments to any Administrative Agent or Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against BorrowerBorrowers, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrower Borrowers by the operation of law or otherwise. In addition, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower's Borrowers' indebtedness is secured by real property. This means, among other things: (1) , that Administrative Agent and the Lenders may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowerBorrowers. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any LenderBank in its sole discretion, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or Guarantor, Guarantor or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender Bank shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor may have made any payments to LenderBank, Guarantor hereby forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender Bank may have against Borrower, and (iiiii) all rights to participate in any security now or later to be held by Agent or any Lender Bank for the IndebtednessLoan. Provided such waiver shall not affect or impair any other right of contribution, in each case until the full and indefeasible payment and performance of all Indebtednesssubrogation, and all obligations of the Guarantors hereunder. (c) collection, indemnity or rights Guarantor waives all rights and defenses may have against Borrower contractually or arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerBorrowers, Administrative Agent or any Lender, without prior notice to or consent of any Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower Borrowers or GuarantorGuarantors, or (iv) exercise any other remedy against Borrower Borrowers or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorGuarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether any Guarantor may have made any payments to Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against BorrowerBorrowers, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrower Borrowers by the operation of law or otherwise. In addition, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower's Borrowers' indebtedness is secured by real property. This means, among other things: (1) , that Administrative Agent and the Lenders may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowerBorrowers. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During Upon a default by the existence of an Event of Default by Borrower, Agent or any Lenderthe Guaranteed Parties, in their sole discretion, without prior notice to or consent of the Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessGuaranteed Obligations, (ii) accept a transfer of any such security in lieu lien of foreclosure, (iii) compromise or adjust the Indebtedness Guaranteed Obligations or any part of it thereof or make any other accommodation with the Borrower or the Guarantor, or (iv) exercise any other remedy against Borrower the Borrower, the Guarantor or any security. No such action by Agent or any Lender the Guaranteed Parties shall release or limit the liability of the Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive the Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower or the Guarantor for any sums paid to Agent or any Lenderthe Guaranteed Parties, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender the Guaranteed Parties or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessGuaranteed Obligations. (b) Regardless of whether the Guarantor may have made any payments to Lenderthe Guaranteed Parties, each Guarantor hereby forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from the Borrower and any other Guarantor for any sums paid to Agent or any Lenderthe Guaranteed Parties, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or any Lender may have against Borrowerthe Borrower or any other Guarantor, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender the Guaranteed Parties for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderGuaranteed Obligations. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerDefault, subject to the Intercreditor Agreement and the other Collateral Documents, Administrative Agent or any LenderLender (subject to Section 8.02 of the Credit Agreement), without prior notice to or consent of any Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower Borrowers or GuarantorGuarantors, or (iv) exercise any other remedy against Borrower Borrowers or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorGuarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Borrowers for any sums paid to Collateral Agent, Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Collateral Agent, Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether any Guarantor may have made any payments to Administrative Agent or any Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against BorrowerBorrowers, and (iii) all rights to participate in any security now or later to be held by Collateral Agent, Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Each Guarantor waives all rights and defenses arising out of an election of remedies by the Collateral Agent, Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrower Borrowers by the operation of law or otherwise. In addition, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower's Borrowers' indebtedness is secured by real property. This means, among other things: (1) , that Administrative Agent and the Lenders may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowerBorrowers. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any Lenderthe Guaranteed Parties, in their sole discretion, without prior notice to or consent of Guarantorthe Guarantors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessGuaranteed Obligations, (ii) accept a transfer of any such security in lieu lien of foreclosure, (iii) compromise or adjust the Indebtedness Guaranteed Obligations or any part of it thereof or make any other accommodation with Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower Borrower, any Guarantor or any security. No such action by Agent or any Lender the Guaranteed Parties shall release or limit the liability of Guarantorthe Guarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor the Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower or any Guarantor for any sums paid to Agent or any Lenderthe Guaranteed Parties, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender the Guaranteed Parties or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessGuaranteed Obligations. (b) Regardless of whether any Guarantor may have made any payments to Lenderthe Guaranteed Parties, each Guarantor hereby forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower and any other Guarantor for any sums paid to Agent or any Lenderthe Guaranteed Parties, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Agent or any Lender may have against BorrowerBorrower or any other Guarantor, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender the Guaranteed Parties for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderGuaranteed Obligations. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Agent or any LenderBank in its sole discretion, without prior notice to or consent of Guarantor, may elect to: : (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Borrower or Guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by Agent or any Lender Bank shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor may have made any payments to LenderBank, Guarantor hereby forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender Bank may have against Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Bank for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerDefault, subject to the Intercreditor Agreement and the other Collateral Documents, Administrative Agent or any LenderLender (subject to SECTION 8.02 of the Credit Agreement), without prior notice to or consent of any Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Indebtedness, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness or any part of it or make any other accommodation with Borrower Borrowers or GuarantorGuarantors, or (iv) exercise any other remedy against Borrower Borrowers or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorGuarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Indebtedness. (b) Regardless of whether any Guarantor may have made any payments to Administrative Agent or any Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Borrowers for any sums paid to Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender may have against BorrowerBorrowers, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunder. (c) Each Guarantor waives all rights and defenses arising out of an election of remedies by the Administrative Agent or any Lender, even though that election of remedies may affect such Guarantor's rights of subrogation and reimbursement against the Borrower Borrowers by the operation of law or otherwise. In addition, each Guarantor waives all rights and defenses that such Guarantor may have because the Borrower's Borrowers' indebtedness is secured by real property. This means, among other things: (1) , that Administrative Agent and the Lenders may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by the BorrowerBorrowers. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence and during the continuance of an Event of a Default by Xxxxx B Borrower, Administrative Agent or any Lenderand Lenders in their sole discretion, without prior notice to or consent of GuarantorIndemnitor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessLoan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loan or any part of it or make any other accommodation with Xxxxx B Borrower or GuarantorIndemnitor, or (iv) exercise any other remedy against Xxxxx B Borrower or any security. No such action by Administrative Agent or any Lender and/or Lenders shall release or limit the liability of GuarantorIndemnitor, who each of whom shall remain liable under this Guaranty Agreement after the action, even if the effect of the action is to deprive Guarantor Indemnitor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Xxxxx B Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law or otherwise. Guarantor Indemnitor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Indemnified Party or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessLoan. (b) Regardless of whether Guarantor Indemnitor may have made any payments to Lenderany Indemnified Party, Guarantor hereby Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Xxxxx B Borrower for any sums paid to Agent or any LenderIndemnified Party, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender any Indemnified Party may have against Xxxxx B Borrower, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Indemnified Party for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderLoan. (c) Guarantor waives all rights Indemnitor understands and defenses arising out of an election of remedies by the acknowledges that if Administrative Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement Lender forecloses judicially or nonjudicially against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by security for the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which Loan, that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent could impair or destroy any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor ability that Indemnitor may have to collect seek reimbursement, contribution or indemnification from the Borrower. This is an unconditional and irrevocable waiver of Xxxxx B Borrower or others based on any rights and defenses Guarantor right Indemnitor may have because of subrogation, reimbursement, contribution or indemnification for any amounts paid by Indemnitor under this Indemnity. Indemnitor further understands and acknowledges that in the Borrower's indebtedness is secured by real property.absence of the provisions of this Indemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitle Indemnitor to assert a defense to this Indemnity based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default by BorrowerCompany, Agent or any LenderBank, without prior notice to or consent of Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessFacility, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Facility or any part of it or make any other accommodation with Borrower Company or Guarantor, or (iv) exercise any other remedy against Borrower Company or any security. No such action by Agent or any Lender Bank shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower Company for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law or otherwise. Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Agent or any Lender Bank or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessFacility. (b) Regardless of whether Guarantor may have made any payments to LenderBank, Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower Company for any sums paid to Agent or any LenderBank, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender Bank may have against BorrowerCompany, and (iii) all rights to participate in any security now or later to be held by Agent or any Lender Bank for the IndebtednessFacility, in each case until the full and indefeasible payment and performance of all IndebtednessObligations under (and as defined in) each of the Revolving Credit Agreement and the Bridge Loan Agreement, and all obligations of the Guarantors hereunder. (c) Guarantor waives all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If Agent forecloses on any real property collateral pledged by the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During Upon the existence occurrence and during the continuance of an any Event of Default by BorrowerDefault, the Administrative Agent in its sole discretion (except where the consent of all Lenders or any LenderRequired Lenders is otherwise required pursuant to the Loan Documents), without prior notice to or consent of the Guarantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the IndebtednessObligations under the Loan Documents, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness Loans or any part thereof or any of it the Letters of Credit or make any other accommodation with Borrower the Borrower, MDDC or the Guarantor, or (iv) exercise any other remedy against Borrower the Borrower, MDDC or any security. No such action by the Administrative Agent or any Lender shall release or limit the liability of the Guarantor, who shall remain liable under this Completion Guaranty after the action, even if the effect of the action is to deprive the Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from the Borrower or MDDC for any sums paid to the Administrative Agent or any Lenderthe Lenders, whether contractual or arising by operation of law or otherwise. The Guarantor expressly waives any defenses or benefits that may be derived from applicable New Jersey law and judicial decisions relating thereto, or provisions of New Jersey law which are comparable to California Civil Procedure Sections 580a, 590b, 580d, or 726 or comparable provisions of the laws of any other jurisdiction, and all other suretyship defenses they otherwise might or would have under New Jersey law or other applicable law. The Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessObligations under the Credit Agreement. (b) Regardless of whether the Guarantor may have made any payments to the Administrative Agent or any Lender, the Guarantor hereby waives: (i) all rights of subrogation, all rights of indemnity, ; and any other rights to collect reimbursement from the Borrower or MDDC for any sums paid to the Administrative Agent or any Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statuteCode) or otherwise, (ii) all rights to enforce any remedy that the Administrative Agent or any Lender may have against Borrowerthe Borrower or MDDC or any other Person, and (iiiii) all rights to participate in any security now or later to be held by the Administrative Agent or any Lender for the Indebtedness, Obligations under the Credit Agreement. The waivers given in each case this Section 8(b) shall be effective until the Loans and all other Obligations under the Credit Agreement have been indefeasibly paid and performed in full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderCommitments have been terminated. (c) The Guarantor waives all rights understands and defenses arising out of an election of remedies by acknowledges that if the Administrative Agent or any LenderLender forecloses judicially or nonjudicially against any real property security for the Obligations under the Loan Documents, even though that election of remedies may affect Guarantor's rights of subrogation and reimbursement against foreclosure could impair or destroy any ability that the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because to seek reimbursement, contribution or indemnification from the Borrower, or MDDC, or others based on any right the Guarantor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by the Guarantor under this Completion Guaranty. The Guarantor further understands and acknowledges that in the absence of this Section 8, such potential impairment or destruction of the Guarantor's indebtedness is secured by rights, if any, may entitle the Guarantor to assert a defense to this Completion Guaranty. By executing this Completion Guaranty, the Guarantor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that the Guarantor will be fully liable under this Completion Guaranty even though the Administrative Agent or the Lenders may foreclose judicially or nonjudicially against any real property. This means, among other things: property security for the Obligations under the Loan Documents; (1ii) agrees that the Guarantor will not assert that defense in any action or proceeding which the Administrative Agent or the Lenders may commence to enforce this Completion Guaranty; and (iii) acknowledges and agrees that the Administrative Agent and the Lenders may collect from Guarantor without first foreclosing are relying on any real or personal property collateral pledged by this waiver in making the Borrower. (2) If Agent forecloses on any real property collateral pledged by Loans and issuing the Borrower: (A) The amount Letters of Credit, and that this waiver is a material part of the indebtedness may be reduced only by consideration which they are receiving for making the price for which that collateral is sold at Loans and issuing the foreclosure sale, even if the collateral is worth more than the sale priceLetters of Credit. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.

Waivers of Subrogation and Other Rights. (a) During the existence of an Event of Default Upon a default by Borrower, Administrative Agent or any Lenderin its sole discretion, without prior notice to or consent of GuarantorMortgagor, may elect to: to (i) foreclose either judicially or nonjudicially against any real or personal property security it that Administrative Agent may hold for the IndebtednessObligations, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Indebtedness all or any part of it any Obligations or make any other accommodation with Borrower or Guarantorany other Person, or (iv) exercise any other remedy against Borrower or any security. No such action by Administrative Agent or any Lender shall release or limit the liability of GuarantorMortgagor, who shall remain liable under this Guaranty the Mortgage after the action, even if the effect of the action is to deprive Guarantor Mortgagor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to Agent or any LenderAdministrative Agent, whether contractual or arising by operation of law or otherwise. Guarantor Mortgagor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest interest, or claim in or to any real or personal property to be held by Administrative Agent or any Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the IndebtednessObligations. (b) Regardless of whether Guarantor Mortgagor may have made any payments to LenderAdministrative Agent, Guarantor hereby waives: until all of the Obligations are paid in full and the Commitments are terminated, Mortgagor waives (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower for any sums paid by Mortgagor to Administrative Agent or any Lenderwith respect to the Obligations, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Lender Mortgagor may have against BorrowerBorrower with respect to the Obligations, and (iii) all rights to participate in any security now or later to be held by Administrative Agent or any Lender for the Indebtedness, in each case until the full and indefeasible payment and performance of all Indebtedness, and all obligations of the Guarantors hereunderObligations. (c) Guarantor waives all rights Mortgagor understands and defenses arising out of an election of remedies by the Agent or any Lender, even though acknowledges that election of remedies may affect Guarantor's rights of subrogation and reimbursement against the Borrower by the operation of law or otherwise. In addition, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's indebtedness is secured by real property. This means, among other things: (1) Agent and the Lenders may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. (2) If if Administrative Agent forecloses on judicially or nonjudicially against any real property collateral pledged by security for the Borrower: (A) The amount of the indebtedness may be reduced only by the price for which Loan, such foreclosure could impair or destroy any ability that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Agent and the Lenders may collect from Guarantor even if Agent or any Lender, by foreclosing on the real property collateral, has destroyed or affected any right Guarantor Mortgagor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Borrower's indebtedness is secured by real property.to