Common use of Waivers Clause in Contracts

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly The Administrative Agent shall be under no duty or obligation whatsoever and Pledgor waives any right to require the Administrative Agent to (i) make or give any presentment, demands for performances, notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Administrative Agent as Collateral, or in connection with any obligation or evidences of indebtedness which constitute in whole or in part the Indebtedness, (ii) proceed against any person or entity, (iii) proceed against or exhaust any collateral in any order and all defenses now in any manner it so elects or hereafter (iv) pursue any other remedy in the Administrative Agent’s power. Pledgor waives any defense arising or asserted by reason of (i) any disability or other defense of Borrower any Debtor or any other Obligor with respect to the obligations evidenced herebyperson, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for from any cause whatsoever of the liability of Borrower any Debtor or any other Obligor person, (other than by reason iii) any lack of validity or enforceability of the full payment and performance Credit Agreement, any other document of all consistence executed in connection herewith or any other agreement or instrument governing or evidencing any Secured Obligations), (iv) the insolvency of any failure of Agent Debtor or any Lender to comply with applicable law in connection with the sale other person or other disposition of any Collateral, (v) any act other circumstance which might otherwise constitute a defense available to, or omission a discharge of, Pledgor. Until the Indebtedness is paid in full, Pledgor waives any right of Agent subrogation, reimbursement, indemnification, and contribution (contractual, statutory or otherwise), including without limitation any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any Lender successor statute, arising from the existence or others that directly performance of this Agreement, and Pledgor waives any right to enforce any remedy which the Administrative Agent now has or indirectly results may hereafter have against any Debtor or against any other person and waives any benefit of and any right to participate in any Collateral or aids security whatsoever now or hereafter held by the discharge Administrative Agent. If Pledgor is not also a Debtor with respect to a specified Indebtedness, Pledgor authorizes the Administrative Agent without notice or release demand and without affecting Pledgor’s liability hereunder, from time to time to: (i) renew, extend, accelerate or otherwise change the time for payment of Borrower, any Obligor or otherwise change the Obligations evidenced hereby terms of the Indebtedness or any security part thereof, including increase or guaranty therefor by operation decrease of law the rate of interest thereon; (ii) take and hold security, other than the Collateral, for the payment of the Indebtedness or otherwiseany part thereof, and exchange, enforce, waive and release the Collateral or any part thereof or any such other security; (viiii) apply the avoidance proceeds of any lien Collateral to the Indebtedness in favor of Agent any order and in any manner it so elects and (iv) release or substitute any Debtor or any Lender for any reasonone or more of them, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, of the endorsers or (viii) any action taken by Agent guarantors of the Indebtedness or any Lender that is authorized by this Section part thereof, or any other provision hereof parties thereto and Pledgor consents to the taking of, or failure to take, any action by the Administrative Agent which might in any manner or to any extent vary the risks of any Loan DocumentPledgor under this Agreement or which, but for this provision, might operate as a discharge of Pledgor. New Grantor assumes all responsibility Pledgor agrees that it is solely responsible for being and keeping itself informed of Borrower’s as to the financial condition of each Debtor and assets, and of all other circumstances bearing which bear upon the risk of nonpayment or the risk of a margin call or liquidation of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksCollateral.

Waivers. To Each Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawsuch Guarantor, New Grantor expressly waives to (i) proceed against Company, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Company, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Obligor Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the cessation for Credit Agreement, notices of default or early termination under any cause whatsoever Lender Swap Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To Each Grantor waives demand, notice, protest, notice of acceptance of this Security Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the maximum Secured Obligations and the Collateral, each Grantor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Administrative Agent may deem advisable. The Administrative Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof. Each Grantor further waives any and all other suretyship defenses. Further, to the fullest extent permitted by applicable lawLaws, New each Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower right to require Administrative Agent or any Secured Party to proceed against any other Obligor Person, to exhaust its rights in Collateral, or to pursue any other right which Administrative Agent or any Secured Party may have; (ii) with respect to the obligations evidenced herebySecured Obligations, (ii) presentment and demand for payment, protest, notice of protest and nonpayment, and notice of the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, intention to accelerate; and (iii) the cessation for all rights of marshaling in respect of any cause whatsoever and all of the liability of Borrower Collateral. Each Grantor agrees that this Security Agreement, the Security Interest and all rights, remedies, powers and privileges provided to the Administrative Agent under this Security Agreement are in addition to and not in any way affected or limited by any other Obligor security now or at any time held by the Administrative Agent (other than by reason for the benefit of the full Secured Parties) to secure payment and performance of all the Secured Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To Each Company and the maximum Subordinated Lender hereby waive, to the fullest extent permitted by applicable law, New Grantor expressly waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by the Senior Lenders. To the fullest extent permitted by law and except as to any notices specified in this Agreement, notices regarding the intended sale or disposition of any portion of the collateral held by the Senior Lenders, or any notice which may not be waived in accordance with the UCC, each Company and the Subordinated Lender hereby further waive: (a) presentment, demand, protest, notice of protest, notice of default or dishonor, notice of payment or nonpayment and any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity notices and demands of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law kind in connection with all negotiable instruments evidencing all or any portion of the sale Senior Indebtedness or the Subordinated Indebtedness to which the Companies or the Subordinated Lender may be a party; (b) prior notice of and consent to any loans made, extensions granted or other disposition action taken in reliance thereon; and (c) all other demands and notices of every kind in connection with this Agreement, the Senior Indebtedness or the Subordinated Indebtedness. The Subordinated Lender consents to any Collateralrelease, (v) renewal, extension, compromise or postponement of the time of payment of the Senior Indebtedness, to any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge substitution, exchange or release of Borrowercollateral therefor, any Obligor and to the addition or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance release of any lien in favor of Agent person primarily or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskssecondarily liable thereon.

Waivers. To the maximum fullest extent permitted by applicable law, New Grantor expressly Guarantor hereby waives and agrees not to assert or take advantage of: (a) any and all defenses now right to require TxDOT to proceed against the Maintenance Contractor or hereafter arising any other Person or asserted to proceed against or exhaust any security held by TxDOT at any time or to pursue any right or remedy under any of the COMA Documents or any other remedy in TxDOT’s power before proceeding against Guarantor; (b) any defense that may arise by reason of (i) any the incapacity, lack of authority, death or disability of, or other defense of Borrower revocation hereby by Guarantor, the Maintenance Contractor or any other Obligor Person or the failure of TxDOT to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of any such Person; (c) any defense that may arise by reason of any presentment, demand for payment or performance or otherwise, protest or notice of any other kind or lack thereof; (d) any right or defense arising out of an election of remedies by TxDOT even though the election of remedies, such as nonjudicial foreclosure with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyGuaranteed Obligations, has destroyed the Guarantor’s rights of subrogation and reimbursement against the Maintenance Contractor by the operation of law or otherwise; (iiie) the cessation for all notices to Guarantor or to any cause whatsoever other Person, including, but not limited to, notices of the liability acceptance of Borrower this Guaranty or the creation, renewal, extension, modification, accrual of any of the obligations of the Maintenance Contractor under any of the COMA Documents, or of default in the payment or performance of any such obligations, enforcement of any right or remedy with respect thereto or notice of any other Obligor (other than by reason matters relating thereto, except any notice TxDOT may give under Section 12.3 of the full payment and performance Comprehensive Maintenance Agreement, but without diminishing TxDOT’s exercise of all Obligations), its rights pursuant to Section 12.2.2 of the Comprehensive Maintenance Agreement; (ivf) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) defense based upon any act or omission of Agent or any Lender or others that TxDOT which directly or indirectly results in or aids the discharge or release of Borrowerthe Maintenance Contractor, any Obligor or the Obligations evidenced hereby Guarantor or any security given or guaranty therefor held by operation of law or otherwise, TxDOT in connection with the Guaranteed Obligations; and (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viiig) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations guaranty and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskssuretyship defenses under applicable law.

Waivers. To the maximum fullest extent permitted by applicable lawit may lawfully so agree, New Grantor expressly waives the Pledgor agrees that it will not at any and all defenses time insist upon, claim, plead, or take any benefit or advantage of any appraisement, valuation, stay, extension, moratorium, redemption or similar law now or hereafter arising in force in order to prevent, delay or asserted by reason of (i) any disability hinder the enforcement hereof or other defense of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity absolute sale of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever part of the liability of Borrower Pledged Collateral; the Pledgor for itself and all who claim through it, so far as it or any other Obligor (other than by reason of they now or hereafter lawfully may do so, hereby waives the full payment and performance benefit of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assetssuch laws, and all other circumstances bearing right to have the Pledged Collateral marshalled upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunderany foreclosure hereof, and agrees that neither Agent nor any Lender shall have court having jurisdiction to foreclose this Agreement may order the sale of the Pledged Collateral as an entirety. Without limiting the generality of the foregoing, the Pledgor hereby (i) authorizes the Pledgee, for the benefit of the Lenders, in its sole discretion and without notice to or demand upon the Pledgor and without otherwise affecting the obligations of the Pledgor hereunder, from time to time to take and hold other collateral for payment of any duty Obligations, or any part thereof, and to advise New Grantor exchange, enforce or release such other collateral or any part thereof, and to accept and hold any endorsement or guarantee of information known payment of the Obligations or any part thereof, and to it regarding such circumstances release or riskssubstitute any endorser or guarantor or any other person granting security for or in any other way obligated upon any Obligations or any part thereof and (ii) waives and releases any and all right to require the Pledgee or the Lenders to collect any of the Obligations from any specific item or items of the Pledged Collateral or from any other party liable as guarantor or in any other manner in respect of any of the Obligations or from any collateral for any of the Obligations.

Waivers. To Guarantor hereby waives: (a) presentment for payment, notice of dishonor, demand, protest, and notice thereof as to any instrument, and all other notices and demands to which Guarantor might be entitled, including without limitation notice of all of the maximum extent permitted by applicable lawfollowing: the acceptance hereof; the creation, New Grantor expressly waives existence, or acquisition of any Indebtedness; the amount of the Indebtedness from time to time outstanding; any foreclosure sale or other disposition of any property which secures any or all of the Indebtedness or which secures the obligations of any other guarantor of any or all of the Indebtedness; any adverse change in Borrower's financial position; any other fact which might increase Guarantor's risk; any default, partial payment or non-payment of all or any part of the Indebtedness; the occurrence of any other Event of Default (as hereinafter defined); any and all defenses now agreements and arrangements between Coast and Borrower and any changes, modifications, or hereafter extensions thereof, and any revocation, modification or release of any guaranty of any or all of the Indebtedness by any person (including without limitation any other person signing this Guaranty); (b) any right to require Coast to institute suit against, or to exhaust its rights and remedies against, Borrower or any other person, or to proceed against any property of any kind which secures all or any part of the Indebtedness, or to exercise any right of offset or other right with respect to any reserves, credits or deposit accounts held by or maintained with Coast or any indebtedness of Coast to Borrower, or to exercise any other right or power, or pursue any other remedy Coast may have; (c) any defense arising or asserted by reason of (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced herebyguarantor or any endorser, (ii) the unenforceability co-maker or invalidity other person, or by reason of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for from any cause whatsoever of the any liability of Borrower or any other Obligor (guarantor or any endorser, co-maker or other than person, with respect to all or any part of the Indebtedness, or by reason of any act or omission of Coast or others which directly or indirectly results in the full payment and performance discharge or release of all Obligations)Borrower or any other guarantor or any other person or any Indebtedness or any security therefor, whether by operation of law or otherwise; (ivd) any defense arising by reason of any failure of Agent Coast to obtain, perfect, maintain or keep in force any security interest in, or lien or encumbrance upon, any property of Borrower or any Lender other person; (e) any defense based upon any failure of Coast to comply with applicable law in connection with the give Guarantor notice of any sale or other disposition of any Collateralproperty securing any or all of the Indebtedness, or any defects in any such notice that may be given, or any failure of Coast to comply with any provision of applicable law in enforcing any security interest in or lien upon any property securing any or all of the Indebtedness including, but not limited to, any failure by Coast to dispose of any property securing any or all of the Indebtedness in a commercially reasonable manner; (vf) any act defense based upon or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing arising out of any bankruptcy, reorganization insolvency, reorganization, arrangement, readjustment of debt, liquidation or other insolvency dissolution proceeding commenced by or against Borrower or any Obligorother guarantor or any endorser, co-maker or other person, including without limitation any discharge of, or bar against collecting, any of the Indebtedness (viiiincluding without limitation any interest thereon), in or as a result of any such proceeding; and (g) the benefit of any and all statutes of limitation with respect to any action based upon, arising out of or related to this Guaranty. Until all of the Indebtedness has been paid, performed, and discharged in full, nothing shall discharge or satisfy the liability of Guarantor hereunder except the full performance and payment of all of the Indebtedness. If any claim is ever made upon Coast for repayment or recovery of any amount or amounts received by Coast in payment of or on account of any of the Indebtedness, because of any claim that any such payment constituted a preferential transfer or fraudulent conveyance, or for any other reason whatsoever, and Coast repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over Coast or any of its property, or by reason of any settlement or compromise of any such claim effected by Coast with any such claimant (including without limitation the Borrower), then and in any such event, Guarantor agrees that any such judgment, decree, order, settlement and compromise shall be binding upon Guarantor, notwithstanding any revocation or release of this Guaranty or the cancellation of any note or other instrument evidencing any of the Indebtedness, or any release of any of the Indebtedness, and the Guarantor shall be and remain liable to Coast under this Guaranty for the amount so repaid or recovered, to the same extent as if such amount had never originally been received by Coast, and the provisions of this sentence shall survive, and continue in effect, notwithstanding any revocation or release of this Guaranty. Guarantor hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnity of every kind against Borrower, and all rights of recourse to any assets or property of Borrower, and all rights to any collateral or security held for the payment and performance of any Indebtedness, including (but not limited to) any action taken by Agent of the foregoing rights which Guarantor may have under any present or future document or agreement with any Lender that is authorized by this Section Borrower or other person, and including (but not limited to) any of the foregoing rights which Guarantor may have under any equitable doctrine of subrogation, implied contract, or unjust enrichment, or any other provision hereof equitable or legal doctrine. Neither Coast, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Coast shall be liable for any claims, demands, losses or damages, of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed kind whatsoever, made, claimed, incurred or suffered by Guarantor or any other party through the ordinary negligence of Borrower’s financial condition and assetsCoast, and all or any of its directors, officers, employees, agents, attorneys or any other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances person affiliated with or risksrepresenting Coast.

Waivers. To Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the maximum extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of foregoing that might operate to limit (i) any disability or other defense of Borrower Guarantor’s or any other Obligor with respect to Credit Party’s liability under, or the obligations evidenced herebyenforcement of, this Guaranty and the other Loan Documents; or (ii) the unenforceability right of Lender to recover a deficiency judgment, or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyto otherwise proceed, (iii) the cessation for any cause whatsoever of the liability of Borrower against Guarantor or any other Obligor (other than by reason Person obligated for the payment of the full Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment and performance of all the Guaranteed Obligations), ; (ivc) any failure statute of Agent limitations affecting the obligations or any Lender to comply with applicable law in connection with liabilities under the sale or other disposition Loan Documents of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section Guarantor or any other provision hereof Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assetsDocuments, and all other circumstances bearing upon the risk notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of nonpayment suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.are secured by a lien on real property. ​

Waivers. To Each Guarantor hereby waives, to the maximum fullest extent permitted by applicable law, New Grantor expressly waives (a) all presentments, demands for performance, notice of non-performance, protests, notices of protests and notices of dishonor in connection with the Guaranteed Obligations or any agreement relating thereto; (b) notice of acceptance of this Agreement; (c) any requirement of diligence or promptness on the part of the Agent or any Purchaser in the enforcement of its rights hereunder or under the Transaction Documents; (d) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Guaranteed Obligations; (e) notice of any of the matters referred to in subsection 1.3 hereof; (f) notices of every kind and all defenses description which may be required to be given by any statute or rule of law; and (g) any defense of any kind which it may now or hereafter arising have with respect to its liability under this Agreement to the fullest extent permitted by law. Without limiting the foregoing, the Agent and the Purchasers shall not be required to make any demand upon, or asserted by reason of (i) to pursue or exhaust any disability rights or remedies against the Borrower, any other defense of Borrower Guarantor or any other Obligor Person, or against the collateral security, for the Guaranteed Obligations. No failure on the part of the Agent or the Purchasers to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Each Guarantor hereby agrees that it will not enforce or otherwise exercise or claim or assert any rights of subrogation or contribution against any Person with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Guaranteed Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwiseunless and until all the Guaranteed Obligations are paid in full. EACH GUARANTOR’S WAIVERS UNDER THIS SECTION 1.6 HAVE BEEN MADE VOLUNTARILY, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksINTELLIGENTLY AND KNOWINGLY AND AFTER SUCH GUARANTOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEY AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers. To Each Guarantor hereby waives, to the maximum fullest extent permitted by applicable lawLaw, New Grantor expressly waives (a) all presentments, demands for performance, notice of non-performance, protests, notices of protests and notices of dishonor in connection with the Guaranteed Obligations or any agreement relating thereto; (b) notice of acceptance of this Agreement; (c) any requirement of diligence or promptness on the part of the Lender in the enforcement of its rights hereunder or under the Loan Documents; (d) any enforcement of any present or future agreement or instrument relating directly or indirectly to the Guaranteed Obligations; (e) notice of any of the matters referred to in Section 1.3 hereof; (f) notices of every kind and all description which may be required to be given by any statute or rule of Law; and (g) any suretyship defenses, defenses based on impairment of collateral or any other defense of any kind which it may now or hereafter arising have with respect to its liability under this Agreement to the fullest extent permitted by Law (other than payment in full in cash of the Guaranteed Obligations (other than any contingent obligations)). Without limiting the foregoing, the Lender shall not be required to make any demand upon, or asserted by reason of (i) to pursue or exhaust any disability rights or other defense of Borrower remedies against the Borrowers, the Guarantors or any other Obligor Person, or against the Collateral, for the Guaranteed Obligations. No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by Law. Each Guarantor hereby agrees that it will not enforce or otherwise exercise or claim or assert any rights of subrogation or contribution against any Person with respect to the obligations evidenced hereby, (ii) the unenforceability Guaranteed Obligations or invalidity of any security or guaranty for therefor unless and until all the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor Guaranteed Obligations (other than by reason of the full payment and performance of all Obligations), (ivcontingent indemnification obligations so long as no claim or demand for indemnification then exists or has then been made) any failure of Agent or any Lender to comply with applicable law are paid in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksfull.

Waivers. To The Guarantor waives any and all defenses, claims, setoffs and discharges of the maximum Transferor, or any other obligor, pertaining to the Obligations. Without limiting the generality of the foregoing or any other provision hereof, to the fullest extent permitted by applicable law, New Grantor expressly waives the Guarantor hereby waives: (a) any and all defenses now or hereafter defense arising or asserted by reason of any invalidity or unenforceability of the Transferor’s obligations in respect of the Transaction Documents, any manner in which the Issuer, the Indenture Trustee or the Note Insurer have exercised (ior not exercised) any disability rights and remedies under the Transaction Documents or other defense of Borrower the Notes, or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for from any cause whatsoever of the liability of Borrower any obligor, guarantor or Person; (b) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of the Transaction Documents (including this Guaranty); (c) any release of any of the Collateral (as defined in the Indenture) provided under the Indenture or other Transaction Documents; (d) notice of any indulgences, extensions, consents or waivers given to the Transferor or any other Obligor (other than by reason obligor, guarantor or Person, notice of any Servicer Termination Event under the Sale and Servicing Agreement, any Default or Event of Default under the Indenture or default or event of default under any of the full payment and performance other Transaction Documents or other notice of all Obligations), any kind whatsoever; (ive) any failure right or claim of Agent or any Lender right to comply with applicable law in connection with cause the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor Indenture Trustee or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) Note Insurer to proceed against the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section Transferor or any other provision hereof obligor, guarantor or Person in any particular order, to proceed against or exhaust any collateral security held by the Issuer, the Indenture Trustee or the Note Insurer at any time or to pursue any other right or remedy whatsoever at any time; (f) any requirement of diligence or promptness on the Issuer’s, the Indenture Trustee’s or the Note Insurer’s part in (X) making any claim or demand on or commencing suit against the Transferor or any other obligor, guarantor or Person, and (Y) otherwise enforcing the Issuer’s, the Indenture Trustee’s or the Note Insurer’s rights in respect of the Indenture or the other Transaction Documents; (g) any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, usury, illegality or unenforceability which may be available to any person liable in respect of any Loan Document. New Grantor Obligations, or any setoff available against, the Issuer, the Indenture Trustee or the Note Insurer to the Transferor or any other such person, whether or not on account of a related transaction; and (h) any duty of the Issuer, the Indenture Trustee or the Note Insurer to advise the Guarantor of any information known to the Issuer, the Indenture Trustee or the Note Insurer regarding the financial condition of the Transferor or any other circumstance, it being agreed that the Guarantor assumes all responsibility for being and keeping itself informed of Borrowersuch condition or any such circumstance. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Guarantor specifically waives all defenses the Guarantor may have based upon any election of remedies by the Issuer, the Indenture Trustee or the Note Insurer which destroys the Guarantor’s financial condition and assetsrights to proceed against the Transferor or any other obligor, guarantor or Person for reimbursement, contribution or otherwise, including any loss of rights that it may suffer by reason of any rights, powers, remedies or defenses of the Transferor in connection with any laws limiting, qualifying or discharging indebtedness of or remedies against the Transferor, and all other circumstances bearing upon the risk of nonpayment Guarantor hereby agrees not to exercise or pursue, so long as any of the Obligations and remain unsatisfied, any right to reimbursement, subrogation, or contribution from the nature, scope and extent Transferor in respect of the risks which New Grantor assumes and incurs payments hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly Parent hereby waives any and all defenses now or hereafter arising or asserted by reason of (i) any disability defense arising by reason of, and any and all right to assert against the Secured Parties any claim or other defense based upon, an election of remedies by the Secured Parties which in any manner impairs, affects, reduces, releases, destroys or extinguishes Parent’s subrogation rights, rights to proceed against Borrower or any other Obligor guarantor for reimbursement or contribution, or any other rights of Parent to proceed against Borrower, against any other guarantor, or against any other Person or security; (ii) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or this Agreement with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, Parent Guaranteed Obligations; (iii) all rights of reimbursement or subrogation, all rights to enforce any remedy that the cessation for Administrative Agent or the Secured Parties may have against any cause whatsoever Person, and all rights to participate in any security held by the Administrative Agent, in each case, until this Agreement is terminated pursuant to Section 8.13; (iv) all rights to require the Administrative Agent to give any notices of any kind, including, without limitation, notices of the liability creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Secured Parties upon this Agreement, notices of acceptance, nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Credit Agreement or any of the Facility Documents; (v) all rights to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Parent’s obligations hereunder if the Parent Guaranteed Obligations are reduced other than as a result of payment in cash of such Parent Guaranteed Obligations, including, without limitation, any reduction based upon any Secured Party’s error or omission in the administration of the Parent Guaranteed Obligations; (vii) all defenses based on the incapacity, disability or lack of authority of the Borrower or any other Obligor (other than by reason Person, the repudiation of the full payment Facility Documents by the Borrower or any Person, the failure by the Administrative Agent or the Secured Parties to enforce any claim against any Person, or the unenforceability in whole or in part of any Facility Documents; (viii) all suretyship and guarantor’s defenses generally including, without limitation, defenses based upon collateral impairment or any statute or rule of law providing that the obligation of a surety or guarantor must not exceed or be more burdensome than that of the principal; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Parent of all Obligations)its obligations under, or the enforcement by the Administrative Agent of, this Agreement; (ivx) any failure requirement on the part of the Administrative Agent or the holder of any obligations under the Facility Documents to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein or as required by Applicable Law, all rights of notice and hearing of any kind prior to the exercise of rights by the Administrative Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, Parent waives the posting of any bond otherwise required of the Administrative Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Parent Guaranteed Obligations, to enforce any judgment or other court order entered in favor of the Administrative Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between Parent, the Administrative Agent and the other Secured Parties. Parent further agrees that upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may elect to nonjudicially or judicially foreclose against any personal property security it holds for the Parent Guaranteed Obligations or any part thereof, or to exercise any other remedy against any Person, any security or any guarantor, even if the effect of that action is to deprive Parent of the right to collect reimbursement from any Person for any sums paid by Parent to the Administrative Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksSecured Party.

Waivers. To Each Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawsuch Guarantor, New Grantor expressly waives to (i) proceed against Company, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Company, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Obligor Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the cessation for Credit Agreement, notices of default or early termination under any cause whatsoever Lender Swap Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan DocumentGuaranty. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.Guaranty

Waivers. To Guarantor hereby waives and agrees not to assert or take advantage of (a) the maximum extent permitted by applicable law, New Grantor expressly waives defense of the statute of limitations in any and all defenses now action hereunder or hereafter arising for the collection of the indebtedness or asserted the performance of any obligation hereby guaranteed; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of Guarantor or any other person or entity, or the failure of Lender to file or enforce a claim against the estate (ieither in administration, bankruptcy or any other proceeding) any disability or other defense of Borrower or any other Obligor person or entity; (c) any defense based on the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of any other person whomsoever, in connection with any obligation hereby guaranteed; (d) any defense based upon an election of remedies by Lender which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, or both; (e) any defense based upon failure of Lender to commence an action against Borrower; (f) any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter know regarding Borrower; (g) acceptance or notice of acceptance of this Guaranty by Lender; (h) notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed; (i) protest and notice of dishonor or of default to Guarantor or to any other party with respect to the obligations evidenced hereby, (ii) the unenforceability indebtedness or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), obligations hereby guaranteed; (ivj) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing notices whatsoever to which Guarantor might otherwise be entitled; (k) any defense based on lack of due diligence by Lender in collection, protection or realization upon any collateral securing the risk of nonpayment of indebtedness evidenced by the Obligations Promissory Note; and the nature, scope and extent of the risks (l) any other legal or equitable defenses whatsoever to which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuarantor might otherwise be entitled.

Waivers. To Indemnitor hereby waives the maximum extent permitted by applicable lawfollowing: (a) notice of Mortgagee’s acceptance of this Indemnification Agreement; (b) notice of Indemnitor’s grant to Mortgagee of a security interest lien or encumbrance in any of Indemnitor’s assets; (c) Mortgagee’s release, New Grantor expressly waives waiver, modification or amendment of any Loan Document or any security interest, lien or encumbrance in any other party’s assets given to Mortgagee to secure any Loan Document; (d) presentment, demand, notice of default, non-payment, partial payment and protest and all defenses now other notices or hereafter arising or asserted by reason formalities to which Indemnitor may be entitled; (e) extensions of (i) any disability or other defense time of Borrower payment of the Note granted to Indemnitor or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever forbearances in Mortgagee’s enforcement of the liability of Borrower Loan Documents; (f) acceptance from Indemnitor (or any other Obligor (other than by reason party) of any partial payment or payments of the full payment and performance of all Obligations), (iv) any failure of Agent Note or any Lender to comply with applicable law in connection with collateral securing the sale payment thereof or other disposition of any Collateralthe settlement, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the subordination, discharge or release of Borrowerthe Note; (g) notice of any of the matters set forth in parts (c) through (f) of this Section 3; (h) all suretyship defenses of every kind and nature; and (i) the defense of the statute of limitations in any action brought to enforce this Indemnification Agreement. Indemnitor agrees that Mortgagee may have done, or at any time may do, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations foregoing actions in such manner, upon such terms and the natureat such times as Mortgagee, scope in its sole discretion, deems advisable, without in any way impairing, affecting, reducing or releasing Indemnitor from Indemnitor’s obligations under this Indemnification Agreement and extent Indemnitor hereby consents to each of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksforegoing actions.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly waives any Borrower and all defenses others who now or hereafter arising or asserted by reason of (i) may at any disability or other defense of Borrower time become liable for all or any other Obligor with respect to part of the obligations evidenced hereby, expressly agree hereby to be jointly and severally bound, and jointly and severally: (i) waive and renounce any and all homestead, redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (iii) waive any and all notices in connection with the unenforceability delivery and acceptance hereof and all other notices in connection with the performance, default, or invalidity enforcement of the payment hereof or hereunder; (iv) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (v) agree that the liability of Borrower, guarantor, endorser or obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by Lender to any of them with respect hereto; (vi) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions hereof, and to the release of any security or guaranty at any time given for the obligations evidenced hereby payment hereof, or any part thereof, with or without substitution, and to the lack of perfection or continuing perfection or failure of priority release of any person or entity liable for the payment hereof; and (vii) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such makers, endorsers, guarantors or other obligors, or security shall not affect the liability of Borrower, any guarantor and all others now liable for all or any part of the obligations evidenced hereby, (iii) . This provision is a material inducement for Lender making the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender Loan to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To the maximum extent permitted by applicable lawApplicable Law, New Grantor expressly each Guarantor hereby unconditionally and irrevocably waives any and all defenses now notice of the creation, renewal, extension or hereafter accrual of any of the Secured Obligations and notice of or proof of reliance by Agent or the other Secured Parties upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2. The Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2, and all dealings between Borrower, any of the Guarantors, any of the other Grantors and any of the other Loan Party on the one hand, and Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. To the extent permitted by Applicable Law, each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on (a) diligence, promptness, presentment, protest, requirements for any demand for payment or performance and protest and notice of protest, requirements for any notice of default, dishonor or nonpayment and all other notices whatsoever to or upon Borrower, any of the Guarantors, any of the other Grantors or any of the other Loan Parties with respect to the Secured Obligations or any part thereof, (b) notice of the existence or creation or non-payment of all or any of the Secured Obligations, (c) all diligence in collection or protection of or realization upon any Secured Obligations or any security for or guaranty of any Secured Obligations, (d) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Secured Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable, and (e) any defense arising or asserted by reason of (i) any a disability or other defense of Borrower Borrower, any Guarantor, any other Grantor or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity Loan Party. No obligation of any security or guaranty for Guarantor hereunder shall be discharged other than by the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of Secured Obligations being Paid in Full. Each Guarantor further waives any security for the obligations evidenced herebyright such Guarantor may have under any Applicable Law to require any Secured Party to seek recourse first against Borrower, (iii) the cessation for any cause whatsoever of the liability of Borrower other Guarantor, any other Grantor, any other Loan Party or any other Obligor (other than by reason Person, or to realize upon any Collateral for any of the full payment Obligations, as a condition precedent to enforcing such Guarantor’s Liability and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by obligations under this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To Each Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawsuch Guarantor, New Grantor expressly waives to (i) proceed against Parent Issuer, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Parent Issuer, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Parent Issuer or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower Parent Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of any agreement or instrument relating to the Guarantied Obligations or by reason of the cessation of the liability of Parent Issuer from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Obligor Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the cessation for Exchange Agreement, or any cause whatsoever agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Parent Issuer and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To Each Borrower waives, for the maximum extent permitted benefit of the Administrative Agent and each Lender: (i) any right to require the Administrative Agent or any Lender, as a condition of payment or performance by applicable lawsuch Borrower, New Grantor expressly waives to (A) proceed against the other Borrower or any and all defenses now other Person, (B) proceed against or hereafter exhaust any security held from the other Borrower or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the other Borrower or any other Person, or (D) pursue any other remedy in the power of the Administrative Agent or any Lender; (ii) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of the other Borrower including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the other Borrower from any cause other than payment in full of the Obligations; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon the Administrative Agent's or any Lender's errors or omissions in the administration of the Obligations, except behavior that amounts to gross negligence or willful misconduct; (v) (A) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Section 2.24 and any legal or equitable discharge of such Borrower's obligations hereunder, (B) the benefit of any statute of limitations affecting such Borrower's liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Section 2.24, notices of default under this Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the other Borrower and notices of any of the matters referred to in Sections 2.24(d) and (e) and any right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Section 2.24. As used in this paragraph, any reference to "the principal" includes each Borrower and any reference to "the creditor" includes the Administrative Agent and each of the Lenders. In accordance with Section 2856 of the California Civil Code each Borrower waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including any and all rights or defenses such Borrower may have because the Obligations are secured by real property or by reason of protection afforded to the principal with respect to any of the Obligations, or to any other guarantor of any of the Obligations with respect to any of such guarantor's obligations under its guaranty, in either case pursuant to the antideficiency or other laws of the State of California limiting or discharging the principal's indebtedness or such guarantor's obligations, including Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Consequently, among other things: (1) the creditor may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (x) the amount of the Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (y) the creditor may collect from such Borrower even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the principal. This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by real property. Each Borrower also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for an Obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any other guarantor of any of the Obligations, has destroyed such Borrower's rights of contribution against such other Borrower or any other Obligor with respect to guarantor. No other provision of this Section 2.24 shall be construed as limiting the obligations evidenced hereby, (ii) the unenforceability or invalidity generality of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment covenants and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law waivers set forth in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksparagraph.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly The Guarantor hereby waives any and all defenses now or hereafter arising or asserted by reason of (i) promptness and diligence; (ii) notice of acceptance and notice of the incurrence of any disability Obligations by the Borrowers; (iii) notice of any actions taken by the Administrative Agent or any Benefited Lender or the Borrowers or any Loan Party under the Loan Agreement or a Swap Contract; (iv) all other defense notices, demands and protests, and all other formalities of every kind (including notice of presentment or demand for payment or performance), in connection with the enforcement of the Obligations or of the obligations of the Guarantor hereunder, the omission of or delay in which, but for the provisions of this Section 3, might constitute grounds for relieving the Guarantor of its obligations hereunder; (v) any right to compel or direct the Administrative Agent or any Benefited Lender to seek payment or recovery of any amounts owed under this Guaranty from any one particular fund or source; (vi) any requirement that the Administrative Agent or any Benefited Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Obligor with respect Person or any collateral; and (vii) any right related to the obligations evidenced herebyobtaining, (ii) the unenforceability amending, substituting for, releasing, discharging, waiving or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of modifying the liability of Borrower any Person for the Obligations or any security interest, liens or other Obligor encumbrances, if any, hereafter securing the Obligations, or the subordinating, compromising, discharging or releasing of such security interests, liens or encumbrances. In addition, the Guarantor hereby waives, to the fullest extent permitted by law, any right it may now or hereafter have to assert any defense, legal or equitable (other than by reason the defense of payment in full of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and The Guarantor agrees that neither the Administrative Agent nor any Benefited Lender shall have any duty obligation to advise New Grantor marshal any assets in favor of information known to it regarding such circumstances the Guarantor or risksagainst or in payment of any or all of the Obligations.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly This is an absolute and unconditional guaranty of payment and performance and not of collection and Guarantor unconditionally (a) waives any requirement that Lessor first make demand upon, or seek to enforce or exhaust remedies against, Lessee or any other Person (including any other guarantor) or any of the collateral or property of Lessee or such other Person before demanding payment from, or seeking to enforce this Guaranty against, Guarantor; (b) subordinates all rights of subrogation, all rights of indemnity and all defenses any other rights to collect reimbursement from Lessee to the rights of Lessor to collect in full the Obligations; (c) waives any right to participate in any security now or hereafter arising held by Lessor or asserted by reason in any claim or remedy of (i) any disability or other defense of Borrower Lessor or any other Obligor Person against Lessee with respect to the obligations evidenced herebyObligations; (d) waives diligence, (ii) the unenforceability or invalidity presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of execution of any security Documents, notice of extension, renewal, alteration or guaranty for amendment, notice of acceptance of this Guaranty, notice of defaults under any of the obligations evidenced hereby Documents and all other notices whatsoever; (e) waives and agrees not to assert (except as prohibited by applicable law) any and all rights, benefits and defenses which might otherwise be available under the provisions of any laws, statutes or which may conflict with the terms of this Guaranty or might operate, contrary to Guarantor’s agreements in this Guaranty, to limit Guarantor’s liability under, or the lack enforcement of, this Guaranty, except, in each case, full payment of perfection all sums payable under the Lease; (f) covenants that this Guaranty will not be discharged until all of the Obligations are fully satisfied; and (g) agrees that this Guaranty shall remain in full effect without regard to, and shall not be affected or continuing perfection impaired by, any invalidity, irregularity or failure of priority unenforceability in whole or in part of any security for of the obligations evidenced herebyDocuments, (iii) the cessation for or any cause whatsoever limitation of the liability of Borrower Lessee or Guarantor thereunder, or any other Obligor (other than by reason limitation on the method or terms of the full payment and performance of all Obligations), (iv) thereunder which may now or hereafter be caused or imposed in any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksmanner whatsoever.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of Guarantor waives: (ia) any defense based upon any legal disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced herebyPerson, (ii) the unenforceability or invalidity by reason of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever or limitation of the liability of Borrower or any other Obligor (Person from any cause other than by reason full payment of all of the full payment and performance of all Guaranteed Obligations), ; (ivb) any failure defense based upon any lack of Agent capacity of Borrower or any lack of authority of the officers, directors, partners, members, managers, trustees, attorneys in fact or agents acting or purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower (and Lender shall have no obligation to comply with applicable law in connection with inquire into any of the sale or other disposition of any Collateral, foregoing); (vc) any act or omission defense based upon the application by Borrower of Agent or any the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lender or others Guarantor or intended or understood by Lender or Guarantor; (d) all rights and defenses arising out of an election of remedies by Lender, even though that directly or indirectly results in or aids the discharge or release election of Borrowerremedies, any Obligor or the Obligations evidenced hereby or any such as a nonjudicial foreclosure with respect to security or guaranty therefor by operation for a Guaranteed Obligation, has destroyed Guarantor’s rights of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding subrogation and reimbursement against Borrower or any Obligor, or other Person; (viiie) any action taken by Agent or defense based upon Lender’s failure to disclose to Guarantor any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of information concerning Borrower’s financial condition and assets, and all or any other circumstances bearing on Borrower’s ability to pay the Guaranteed Obligations; provided, however, that this waiver shall not extend to any failure by the Company's external advisor, which is an affiliate of Lender, to perform its obligations under its advisory agreement with Borrower; (f) any defense based upon any statute or rule of law providing that the risk obligation of nonpayment a surety must be neither larger in amount nor in any other respect more burdensome than that of a principal; (g) any and all claims for subrogation, reimbursement, indemnification or contribution against Borrower, any general partner of Borrower or any other Person or any collateral or security for the Guaranteed Obligations until the Guaranteed Obligations have been indefeasibly paid and satisfied in full; (h) acceptance of this Guaranty by Lender; (i) presentment, demand, protest and notice of any kind; and (j) the naturebenefit of any statute of limitation affecting the liability of Guarantor under, scope and extent or the enforcement of, this Guaranty. Guarantor agrees any act or event that tolls any statute of limitation applicable to the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor Guaranteed Obligations will similarly operate to toll any Lender shall have any duty statute of limitation applicable to advise New Grantor of information known to it regarding such circumstances or risksGuarantor’s liability under this Guaranty.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the Until payment in full payment and performance in cash of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the naturetermination of any commitments to make further extensions of credit under the Loan Documents, scope and extent the Account Party shall not: (a) exercise any right against any Credit Party, by way of subrogation, reimbursement, indemnity, contribution, or the like; or (b) file any proof of any claim in competition with the Agent or any Lender in respect of the risks which New Grantor assumes Letter of Credit or any drawing thereunder in any bankruptcy or insolvency proceedings of any nature with respect to any Credit Party. Account Party hereby agrees that Agent and incurs hereunderLenders may exercise remedies against all or part of any collateral held as security for the Obligations, and apply any proceeds of such collateral to the Obligations, in such order as Agent and Lenders, in their sole discretion, elect. Account Party agrees not to assert and hereby waives, to the fullest extent permitted by law, (a) any right to promptness, diligences, presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and all other notices of any kind, (b) any right to request, plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisement, valuation or other similar right of a creditor that neither may otherwise be available under applicable law or any right to receive notice of Agent’s and Lenders’ intended disposition of such collateral (or a portion thereof), (c) all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect and (d) all suretyship defenses generally. Neither Agent nor any Lender nor any of their respective directors, officers, employees or agents shall have be liable for failure to demand, collect or realize upon any duty of such collateral or for any delay in doing so or shall be under any obligation to advise New Grantor sell or otherwise dispose of information known any such collateral upon the request of any Credit Party or Account Party or any other Person or to it regarding take any other action whatsoever with regard to any such circumstances collateral or risksany part thereof. Account Party hereby waives, releases and discharges any and all rights, claims, causes of action, liabilities, claims and demands, in law or equity, which Account Party has had, now has, or may in the future have, arising out of or relating directly or indirectly to the taking or not taking of any act or proceeding or not proceeding with any action which Agent or any Lender may take pursuant to the Loan Documents or any other documents or in an effort to collect in respect of the Obligations.

Waivers. To Each Guarantor waives, to the maximum extent permitted by applicable law, New Grantor expressly waives for the benefit of Secured Parties: (a) any and all defenses now right to require any Agent, as a condition of payment or hereafter performance by such Guarantor, to (i) proceed against any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held by any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (iii) except as provided in any Loan Document or Counterparty Agreement, proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Guarantee Party or any other Person, or (iv) pursue any other remedy in the power of any Secured Party; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense (other than the defense of Borrower payment or performance) of any Guarantee Party including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Guarantee Party from any cause other Obligor with respect than the occurrence of the Termination Date; (c) any defense (other than the defense of payment or performance) based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense (other than the defense of payment or performance) based upon any Agent’s errors or omissions in the administration of the Guaranteed Obligations, except for (i) such Agent’s willful misconduct, bad faith or gross negligence (to the extent determined in a final non-appealable order of a court of competent jurisdiction) or (ii) such Agent’s material breach of its obligations evidenced herebyunder the Loan Documents (to the extent determined in a final non-appealable order of a court of competent jurisdiction); (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder (other than payment in full of the Guaranteed Obligations), (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights of set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto; (f) except as required by any other Loan Document or the cessation for applicable Counterparty Agreement, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any cause whatsoever action or inaction, including acceptance of this Guaranty, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Loan Party and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses (other than the defense of payment or performance) or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To Each Guarantor waives (a) any right to revoke this Guaranty with respect to future indebtedness; (b) any right to require any Beneficiary to do any of the maximum extent permitted by applicable law, New Grantor expressly waives following before such Guarantor is obligated to pay the Guaranteed Obligations or before any and all defenses now or hereafter arising or asserted by reason of Beneficiary may proceed against such Guarantor: (i) xxx or exhaust remedies against Borrower and other guarantors or obligors, (ii) xxx on an accrued right of action in respect of any disability of the Guaranteed Obligations or bring any other action, exercise any other right, or exhaust all other remedies, or (iii) enforce rights against Borrower's assets or the collateral pledged by Borrower to secure the Guaranteed Obligations; (c) any right relating to the timing, manner, or conduct of such Beneficiary's enforcement of rights against Borrower's assets or the collateral pledged by Borrower to secure the Guaranteed Obligations; (d) if such Guarantor and Borrower (or a third-party) have each pledged assets to secure the Guaranteed Obligations, any right to require any Beneficiary to proceed first against the other collateral before proceeding against collateral pledged by such Guarantor; (e) except as expressly required hereby, promptness, diligence, notice of any default under the Guaranteed Obligations, notice of acceleration or intent to accelerate, demand for payment, notice of acceptance of this Guaranty, presentment, notice of protest, notice of dishonor, notice of the incurring by Borrower of additional indebtedness, notice of any suit or other defense of action by any Beneficiary against Borrower or any other Obligor Person, any notice to any party liable for the obligation which is the subject of the suit or action, and all other notices and demands with respect to the obligations evidenced herebyGuaranteed Obligations and this Guaranty, (f) each of the foregoing rights or defenses regardless whether they arise under (i) Section 34.01 et seq. of the Texas Business and Commerce Code, as amended, (ii) Section 17.001 of the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyTexas Civil Practice and Remedies Code, as amended, (iii) the cessation for any cause whatsoever Rule 31 of the liability Texas Rules of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)Civil Procedure, as amended, (iv) any failure of Agent or any Lender to comply with applicable law common law, in connection with the sale or other disposition of any Collateralequity, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrowerunder contract, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law statute, or otherwise, and (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viiig) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment rights under Sections 51.003, 51.004 and 51.005 of the Obligations and the natureTexas Property Code, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksas amended.

Waivers. To Pledgor waives (i) all rights to require Agent to proceed against any other Person, entity or collateral or to exercise any remedy set forth herein or in any other agreement, (ii) the maximum defense of the statute of limitations in any action upon any of the Pledgor Obligations, (iii) any right of subrogation or interest in the Pledgor Obligations and any right of subrogation or similar right in the Collateral, in each case, until all Pledgor Obligations have been indefeasibly paid and performed in full, (iv) any rights to notice of any kind or nature whatsoever, unless specifically required in this Pledge Agreement or the other Loan Documents, or non-waivable under any applicable law, and (v) to the extent permissible, its rights under Section 9-207 of the Uniform Commercial Code. Pledgor agrees that the Collateral, other collateral or any other guarantor or endorser may be released, substituted or added with respect to the Pledgor Obligations, in whole or in part, without releasing or otherwise affecting the liability of Pledgor, the pledge and security interests granted hereunder, or this Pledge Agreement. Agent is entitled to all of the benefits of a secured party set forth in Section 9-207 of the Uniform Commercial Code. Pledgor acknowledges and agrees that the obligations of Pledgor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Loan Agreement, the Note or any other Loan Documents, or any substitution, release or exchange of any guarantee of or security for any of the Pledgor Obligations, and, to the fullest extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason irrespective of (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause circumstance whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full indefeasible payment and performance of all Obligations), (ivof the Pledgor Obligations in full) any failure of Agent which might otherwise constitute a legal or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the equitable discharge or release defense of Borrowera surety or Pledgor, any Obligor or it being the Obligations evidenced hereby or any security or guaranty therefor by operation intent of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or 5(k) that the obligations of Pledgor hereunder shall be absolute and unconditional under any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskscircumstances.

Waivers. To Each Grantor waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the maximum Secured Obligations and the Collateral, each Grantor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Administrative Agent may deem advisable. The Administrative Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof. Each Grantor further waives any and all other suretyship defenses. Further, to the fullest extent permitted by applicable lawLaws, New each Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower right to require Administrative Agent or any Secured Party to proceed against any other Obligor Person, to exhaust its rights in Collateral, or to pursue any other right which Administrative Agent or any Secured Party may have; (ii) with respect to the obligations evidenced herebySecured Obligations, (ii) presentment and demand for payment, protest, notice of protest and nonpayment, and notice of the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, intention to accelerate; and (iii) the cessation for all rights of marshaling in respect of any cause whatsoever and all of the liability of Borrower Collateral. Each Grantor agrees that this Security Agreement, the Security Interest and all rights, remedies, powers and privileges provided to the Administrative Agent under this Security Agreement are in addition to and not in any way affected or limited by any other Obligor security now or at any time held by the Administrative Agent (other than by reason for the benefit of the full Secured Parties) to secure payment and performance of all the Secured Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To Borrower hereby waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note and agrees to pay all costs of collection when incurred, including, without limitation, reasonable attorneys’ fees and disbursements (which costs may be added to the maximum extent permitted amount due under this Note, be receivable therewith) and to perform and comply with each of the terms, covenants and provisions contained in this Note, the Mortgage and the Assignment of Leases and Rents made by applicable lawBorrower and given to Lender of even dated herewith (hereinafter, New Grantor expressly waives called the “Assignment of Leases”) on the part of Borrower to be observed or performed. No Release No release of any and all defenses now or hereafter arising or asserted by reason of security for: (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced herebyPrincipal Balance, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, interest accrued and unpaid thereon and (iii) other sums due under this Note, the cessation Mortgage and the Assignment of Leases (hereinafter collectively called the “Debt”) or extension of time for payment of this Note, or any cause whatsoever installment thereof, and no alteration, amendment or waiver of any provision of this Note, the Mortgage or the Assignment of Leases made by agreement between Lender and any other person or party shall release, discharge, modify, change or affect the liability of Borrower under this Note, the Mortgage or the Assignment of Leases. The right to plead any and all statutes of limitations as a defense to any demand on this Note, or any other Obligor (other than by reason of agreement to pay the full payment and performance of all Obligations)same, (iv) any failure of Agent or any Lender to comply with applicable law demand secured by the Mortgage, or any and all obligations and liabilities arising out of or in connection with this Note or in the sale or other disposition of any CollateralMortgage, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids is expressly waived by the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon guarantors, co-signers or endorsers to the risk of nonpayment of the Obligations and the nature, scope and fullest extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskspermitted by law.

Waivers. To Each Indemnity Guarantor hereby waives and relinquishes, to the maximum fullest extent permitted by law: (a) all rights or claims of right to cause a marshalling of assets or to cause Agent to proceed against any of the Collateral before proceeding under this Indemnity Guaranty, or any other Loan Document to which such Indemnity Guarantor is a party, against them (or any of them) or any other guarantor or indemnitor under the Loan; (b) all rights and remedies accorded by applicable lawlaw to sureties or guarantors, New Grantor expressly waives except any rights of subrogation and contribution (the exercise of which are subject to the terms of this Indemnity Guaranty); (c) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought by or against him; (d) notice of acceptance of this Indemnity Guaranty and any such other Loan Document and of any action taken or omitted in reliance hereon; (e) presentment for payment, demand, protest, notice of nonpayment or failure to perform or observe, or any other proof, notice or demand to which it might otherwise be entitled with respect to the Guaranteed Obligations; (f) all defenses now homestead or hereafter arising exemption rights, rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or asserted declare due the whole of the Obligations in the event of foreclosure of the Liens created by reason the Loan Documents against the Guaranteed Obligations and the benefits of any statutes of limitation or repose; (g) any requirement of diligence or promptness on Agent’s part in the enforcement of its rights under the provisions of this Indemnity Guaranty and any such other Loan Document; (h) any defense to the obligation to make any payments required under this Indemnity Guaranty or such other Loan Documents; and (i) any disability defense based upon an election of remedies by Agent, including any election to proceed by judicial or other defense of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition non-judicial foreclosure of any Collateral, (v) whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any act or omission of Agent foreclosure sale is commercially reasonable or any Lender election of remedies, including remedies relating to real property or others that directly personal property security, which destroys or indirectly results in or aids otherwise impairs the discharge or release subrogation rights of Borrower, any Obligor Indemnity Guarantor or the Obligations evidenced hereby rights of any Indemnity Guarantor to proceed against any Borrower Party or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender guarantor for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligorreimbursement, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksboth.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly Guarantor waives (a) all rights to require Bank to proceed against Borrower, or any and other guarantor, or proceed against, enforce or exhaust any security for the Obligations or to marshal assets or to pursue any other remedy in Bank’s power whatsoever; (b) all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower or Borrower, the cessation for any reason of the liability of Borrower, any defense that any other Obligor indemnity, guaranty or security was to be obtained, any claim that Bank has made Guarantor’s obligations more burdensome or more burdensome than Borrower’s obligations, and the use of any proceeds of the Obligations other than as intended or understood by Bank or Guarantor; (c) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty and the existence or creation of new or additional Obligations, and all other notices or demands to which Guarantor might otherwise be entitled; (d) all rights to file a claim in connection with respect the Obligations in an Insolvency Proceeding filed by or against Borrower except as subordinate to Bank’s claim; (e) all rights to require Bank to enforce any of its remedies; and (f) until the obligations evidenced herebyObligations are satisfied and fully and finally paid with such payment not subject to return (i) all rights of subrogation, contribution, indemnification or reimbursement, (ii) the unenforceability all rights of recourse to any assets or invalidity property of Borrower, or to any security collateral or guaranty credit support for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyObligations except as subordinate to Bank’s rights, (iii) the cessation for all rights to participate in or benefit from any cause whatsoever of the liability of Borrower security or any other Obligor (other than by reason of the full payment credit support Bank may have or acquire, and performance of all Obligations), (iv) all rights, remedies and defenses Guarantor may have or acquire against Borrower. Guarantor understands that if Bank forecloses by trustee’s sale on a deed of trust securing any failure of Agent or the Obligations, Guarantor would then have a defense preventing Bank from thereafter enforcing Guarantor’s liability for the unpaid balance of the secured Obligations. This defense arises because the trustee’s sale would eliminate Guarantor’s right of subrogation, and therefore Guarantor would be unable to obtain reimbursement from Borrower. Guarantor specifically waives this defense and all rights and defenses that Guarantor may have against Bank because the Obligations are secured by real property. This means, among other things: (A) Bank may collect from Guarantor without first foreclosing on any Lender to comply with applicable law in connection with the sale or other disposition of real property collateral pledged by Borrower; and (B) if Bank forecloses on any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of real property collateral pledged by Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, then: (viI) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment amount of the Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (II) Bank may collect from Guarantor even if Bank, by foreclosing on the naturereal property collateral, scope has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and extent irrevocable waiver of any rights and defenses Guarantor may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the risks which New Grantor assumes California Code of Civil Procedure or similar laws in other states. In addition, Guarantor waives all rights and incurs hereunderdefenses arising out of an election of remedies by Bank, and agrees even though that neither Agent nor any Lender shall election of remedies, such as non-judicial foreclosure with respect to security for a secured obligation, may have any duty to advise New Grantor destroyed Guarantor’s rights of information known to it regarding such circumstances subrogation by the operation of Section 580d of the California Code of Civil Procedure or risksotherwise.

Waivers. To the maximum extent permitted (a) INSW waives any right (except as shall be required by applicable law, New Grantor expressly waives any law and all defenses now or hereafter arising or asserted by reason of cannot be waived) to require the Secured Creditors to: (i) proceed against the Borrower, any disability or other defense Guaranteed Party, any Subsidiary Guarantor, any other guarantor of Borrower the Guaranteed Obligations or any other Obligor with respect to the obligations evidenced hereby, party; (ii) the unenforceability proceed against or invalidity of exhaust any security held from the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or guaranty for the obligations evidenced hereby any other party; or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) pursue any other remedy in the Secured Creditors’ power whatsoever. INSW waives any defense based on or arising out of any defense of the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party other than payment in full of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation for from any cause whatsoever of the liability of Borrower the Borrower, or any other Obligor (Guaranteed Party other than by reason payment in full of the full payment and performance of all Guaranteed Obligations). The Secured Creditors may, (iv) at their election, foreclose on any failure of security held by the Administrative Agent, the Collateral Agent or any Lender to comply with applicable law in connection with the sale other Secured Creditors by one or other disposition more judicial or nonjudicial sales, whether or not every aspect of any Collateralsuch sale is commercially reasonable, (v) or exercise any act other right or omission of Agent or any Lender or others that directly or indirectly results in or aids remedy the discharge or release of Secured Creditors may have against the Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section Guaranteed Party or any other provision hereof party, or any security, without affecting or impairing in any way the liability of INSW hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. INSW waives any defense arising out of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed such election by the Secured Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of INSW against the Borrower’s financial condition and assets, and all any other circumstances bearing upon the risk of nonpayment of the Obligations and the natureGuaranteed Party, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have Subsidiary Guarantor or any duty to advise New Grantor of information known to it regarding such circumstances other party or risksany security.

Waivers. To Guarantor hereby waives: (a) presentment for payment, notice of dishonor, demand, protest, and notice thereof as to any instrument, and all other notices and demands to which Guarantor might be entitled, including without limitation notice of all of the maximum extent permitted by applicable lawfollowing: the acceptance hereof; the creation, New Grantor expressly waives existence, or acquisition of any Indebtedness; the amount of the Indebtedness from time to time outstanding; any foreclosure sale or other disposition of any property which secures any or all of the Indebtedness or which secures the obligations of any other guarantor of any or all of the Indebtedness; any adverse change in Borrower's financial position; any other fact which might increase Guarantor's risk; any default, partial payment or non-payment of all or any part of the Indebtedness; the occurrence of any other Event of Default (as hereinafter defined); any and all defenses now agreements and arrangements between Greyrock and Borrower and any changes, modifications, or hereafter extensions thereof, and any revocation, modification or release of any guaranty of any or all of the Indebtedness by any person (including without limitation any other person signing this Guaranty); (b) any right to require Greyrock to institute suit against, or to exhaust its rights and remedies against, Borrower or any other person, or to proceed against any property of any kind which secures all or any part of the Indebtedness, or to exercise any right of offset or other right with respect to any reserves, credits or deposit accounts held by or maintained with Greyrock or any indebtedness of Greyrock to Borrower, or to exercise any other right or power, or pursue any other remedy Greyrock may have; (c) any defense arising or asserted by reason of (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced herebyguarantor or any endorser, (ii) the unenforceability co-maker or invalidity other person, or by reason of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for from any cause whatsoever of the any liability of Borrower or any other Obligor (guarantor or any endorser, co-maker or other than person, with respect to all or any part of the Indebtedness, or by reason of any act or omission of Greyrock or others which directly or indirectly results in the full payment and performance discharge or release of all Obligations)Borrower or any other guarantor or any other person or any Indebtedness or any security therefor, whether by operation of law or otherwise; (ivd) any defense arising by reason of any failure of Agent Greyrock to obtain, perfect, maintain or keep in force any security interest in, or lien or encumbrance upon, any property of Borrower or any Lender other person; (e) any defense based upon any failure of Greyrock to comply with applicable law in connection with the give Guarantor notice of any sale or other disposition of any Collateralproperty securing any or all of the Indebtedness, or any defects in any such notice that may be given, or any failure of Greyrock to comply with any provision of applicable law in enforcing any security interest in or lien upon any property securing any or all of the Indebtedness including, but not limited to, any failure by Gxxxxxxx to dispose of any property securing any or all of the Indebtedness in a commercially reasonable manner; (vf) any act defense based upon or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing arising out of any bankruptcy, reorganization insolvency, reorganization, arrangement, readjustment of debt, liquidation or other insolvency dissolution proceeding commenced by or against Borrower or any Obligorother guarantor or any endorser, co-maker or other person, including without limitation any discharge of, or bar against collecting, any of the Indebtedness (viiiincluding without limitation any interest thereon), in or as a result of any such proceeding; and (g) the benefit of any and all statutes of limitation with respect to any action based upon, arising out of or related to this Guaranty. Until all of the Indebtedness has been paid, performed, and discharged in full, nothing shall discharge or satisfy the liability of Guarantor hereunder except the full performance and payment of all of the Indebtedness. If any claim is ever made upon Greyrock for repayment or recovery of any amount or amounts received by Greyrock in payment of or on account of any of the Indebtedness, because of any claim that any such payment constituted a preferential transfer or fraudulent conveyance, or for any other reason whatsoever, and Greyrock repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over Greyrock or any of its property, or by reason of any settlement or compromise of any such claim effected by Gxxxxxxx with any such claimant (including without limitation the Borrower), then and in any such event, Guarantor agrees that any such judgment, decree, order, settlement and compromise shall be binding upon Guarantor, notwithstanding any revocation or release of this Guaranty or the cancellation of any note or other instrument evidencing any of the Indebtedness, or any release of any of the Indebtedness, and the Guarantor shall be and remain liable to Greyrock under this Guaranty for the amount so repaid or recovered, to the same extent as if such amount had never originally been received by Gxxxxxxx, and the provisions of this sentence shall survive, and continue in effect, notwithstanding any revocation or release of this Guaranty. Until all of the Indebtedness has been irrevocably paid and performed in full, Guarantor hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnity of every kind against Borrower, and all rights of recourse to any assets or property of Borrower, and all rights to any collateral or security held for the payment and performance of any Indebtedness, including (but not limited to) any action taken by Agent of the foregoing rights which Guarantor may have under any present or future document or agreement with any Lender that is authorized by this Section Borrower or other person, and including (but not limited to) any of the foregoing rights which Guarantor may have under any equitable doctrine of subrogation, implied contract, or unjust enrichment, or any other provision hereof equitable or legal doctrine. Neither Greyrock, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Greyrock shall be liable for any claims, demands, losses or damages, of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed kind whatsoever, made, claimed, incurred or suffered by Guarantor or any other party through the ordinary negligence of Borrower’s financial condition and assetsGreyrock, and all or any of its directors, officers, employees, agents, attorneys or any other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances person affiliated with or risksrepresenting Greyrock.

Waivers. To The undersigned, to the maximum extent permitted not expressly prohibited by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (iwaive(s) any disability right to require the Bank to: (a) proceed against any person or other defense property, including, without limit, the Borrower; (b) give notice of the terms, time and place of any public or private sale of personal property security held from the Borrower or any other Obligor person, or otherwise comply with respect the provisions of Section 9-611 or 9-621 of the Michigan or other applicable Uniform Commercial Code, as the same may be amended, revised or replaced from time to time; or (c) pursue any other remedy in the Bank’s power. The undersigned waive(s) notice of acceptance of this Guaranty and presentment, demand, protest, notice of protest, dishonor, notice of dishonor, notice of default, notice of intent to accelerate or demand payment or notice of acceleration of any Indebtedness, and agree(s) that the Bank may, once or any number of times, modify the terms of any Indebtedness, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any or all Indebtedness, or permit the Borrower to incur additional Indebtedness, all without notice to the obligations evidenced hereby, (iiundersigned and without affecting in any manner the unconditional obligation of the undersigned under this Guaranty. The undersigned unconditionally and irrevocably waive(s) the unenforceability or invalidity each and every defense and setoff of any security or nature which, under principles of guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (viwould operate to impair or diminish in any way the obligation of the undersigned under this Guaranty, and acknowledge(s) that each such waiver is by this reference incorporated into each security agreement, collateral assignment, pledge and/or other document from the avoidance undersigned now or later securing this Guaranty and/or the Indebtedness, and acknowledge(s) that as of the date of this Guaranty no such defense or setoff exists. The undersigned acknowledge(s) that the effectiveness of this Guaranty is subject to no conditions of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskskind.

Waivers. To Each Guarantor hereby waives, to the maximum fullest extent permitted by applicable lawLaw, New Grantor expressly waives for the benefit of the Administrative Agent and Secured Party: (a) any right to require the Administrative Agent or any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from any Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent and all defenses now Secured Parties in favor of any Borrower or hereafter any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent and the Secured Parties whatsoever; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of any Borrower or any other Obligor Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal or any law, rule, regulation, or order of any jurisdiction affecting any term of the Guaranteed Obligations; (d) any defense based upon the Administrative Agent’s or any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with respect to the terms hereof and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the cessation for Administrative Agent and the Secured Parties protect, secure, perfect or insure any cause whatsoever security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under any Loan Document, any Secured Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in Section 10.02 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Documentterms hereof. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and Each Guarantor agrees that neither Agent nor any Lender such Guarantor shall have any duty no right of recourse to advise New Grantor security for the Obligations, except through the exercise of information known rights of subrogation to it regarding such circumstances or risksthe extent permitted by Section 10.02 .

Waivers. To Guarantor agrees to the maximum extent permitted provisions of the Loan Documents, and hereby waives notice of, and any rights of consent to, (a) any loans or advances made by applicable lawLender to Borrower, New Grantor (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Pledge Agreement, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, the Mortgage Loan Collateral and/or the Collateral, (e) the occurrence of any breach by Borrower or any other Loan Party or an Event of Default, (f) except as expressly waives provided in the Loan Documents, Lender’s transfer or disposition of the Guaranteed Obligations, or any and all defenses now part thereof, or hereafter arising this Guaranty (g) except as expressly provided in the Loan Documents, sale or asserted foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) except as expressly provided in the Loan Documents, protest, proof of non-payment or default by reason of Borrower or any other Loan Party, (i) any disability other action at any time taken or omitted by Lender, and, generally, except as expressly provided herein or in the other Loan Documents, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed, (j) any limitation of liability or recourse in any other Loan Document or arising under any law; (k) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration, (l) except as expressly provided in Section 1.2 hereof, whether express or by operation of law; any partial release of the liability of Guarantor hereunder, or if one or more other guaranties are now or hereafter obtained by Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release or settlement of Borrower or any other Obligor with respect to party liable, directly or indirectly, for the obligations evidenced hereby, payment or performance of any or all of the Guaranteed Obligations; (iim) the unenforceability making of advances by Lender to protect its interest in the Collateral, preserve the value of the Collateral or invalidity for the purpose of performing any term or covenant contained in any of the Loan Documents; or (n) the existence of any security claim, counterclaim, set-off, recoupment, reduction or guaranty for the obligations evidenced hereby defense based upon any claim or the lack of perfection or continuing perfection or failure of priority of other right that Guarantor may at any security for the obligations evidenced herebytime have against Borrower, (iii) the cessation for any cause whatsoever of the liability of Borrower Lender, or any other Obligor (other than by reason of the full payment and performance of all Obligations)Person, (iv) any failure of Agent whether or any Lender to comply with applicable law not arising in connection with this Guaranty, the sale or other disposition of any CollateralNote, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of BorrowerLoan Agreement, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawGuarantor, New Grantor expressly waives to (i) proceed against Company, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Company, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Obligor Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) except as expressly provided in the cessation for Loan Documents, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any cause whatsoever action or inaction, including acceptance of this Guaranty, notices of default under the Credit Agreement, notices of default or early termination under any Lender Swap Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To The Guarantor waives, for the maximum extent permitted benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by applicable lawthe Guarantor, New Grantor expressly waives to (i) proceed against the Co-Borrower, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from the Co-Borrower, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Loan Party or any other Person, or (iv) pursue any other remedy in the power of any Secured Party; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower any Loan Party including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Loan Party from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Administrative Agent’s or any other Obligor Secured Party’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of the Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for statute of limitations affecting the obligations evidenced hereby Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the cessation for Credit Agreement or any cause whatsoever other Loan Document, notices of default or early termination under any Related Credit Arrangement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Co-Borrower and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To Each of the maximum extent permitted by applicable law, New Grantor expressly Guarantors waives any right to require the Agent to pursue any other remedy in the power of the Agent, including to first (a) proceed against the Borrower and make all defenses now or hereafter arising or asserted by reason reasonable efforts at the collection of (i) any disability or other defense of the Guaranteed Indebtedness from the Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability guarantors or invalidity of Persons liable for all or any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever part of the liability of Borrower Guaranteed Indebtedness or any other Obligor (other than by reason of the full payment and performance of all Obligations), (ivb) any failure of Agent proceed against or any Lender to comply with applicable law in connection with the sale or other disposition of exhaust any Collateral, (v) any act or omission prior to seeking payment by such Guarantor of Agent or any Lender or others that directly or indirectly results the Guaranteed Indebtedness. Each of the Guarantors also waives, until one year following payment in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment full of the Obligations and the nature, scope and extent termination of the risks which New Grantor assumes and incurs obligation of the Lenders to make Loans to or for the benefit of the Borrower pursuant to the Agreement or any obligation of the Agent to issue Letters of Credit for the account of the Borrower pursuant to the Agreement, any right of such Guarantor, upon satisfaction of the obligation of such Guarantor hereunder, to subrogation to any rights of the Lenders against the Borrower under the Agreement or any other Loan Document. Each of the Guarantors further waives any and agrees all rights and remedies of suretyship, including those it may have or be able to assert by reason of the provisions of (i) Section 17.001 of the Texas Civil Practice and Remedies Code, Texas Rule of Civil Procedure 31 and (ii) Sections 51.003 through 51.005 of the Texas Property Code, relating to deficiency judgments. Each of the Guarantors waives any defense arising by reason of any disability, lack of authority or power, or other defense of the Borrower or any other guarantors of all or any part of the Obligations. Each of the Guarantors expressly waives all notices of any kind, presentment for payment, demand for payment, protest, notice of protest, notice of intent to accelerate maturity, notice of acceleration of maturity, dishonor, diligence, notice of any amendment of any Loan Document, notice of any adverse change in the financial condition of the Borrower, notice of any adjustment, indulgence, forbearance, or compromise that neither might be granted or given by the Agent nor or the Lenders to the Borrower, and notice of acceptance of this Guaranty, acceptance on the part of the Agent and the Lenders being conclusively presumed by the request for this Guaranty and the delivery of this Guaranty to the Agent. The liability and obligations of each of the Guarantors hereunder shall not be affected or impaired by any Lender shall have action or inaction by the Agent in regard to any duty to advise New Grantor matter waived or notice of information known to it regarding which is waived by such circumstances or risksGuarantor in this Guaranty.

Waivers. To (a) Notice of acceptance hereof, the maximum extent permitted making of loans, advances and extensions of credit or other financial accommodations to, the making of consignments to, and the incurring of any expenses by applicable lawor in respect of, New Grantor expressly waives Borrower Parties by any Creditor, and presentment, demand, protest, notice of protest, notice of nonpayment or default and all defenses now other notices to which each Creditor and Borrower Parties are or hereafter arising may be entitled are hereby waived (except as expressly provided for herein or asserted by reason of as to Borrower Parties, in the Transaction Documents). Each Creditor Representative also waives notice of, and hereby consents to, (i) without limiting the rights of any disability Second Lien Creditors or other defense First Lien Creditors to distributions in accordance with Section 2.6 hereof, the taking, exchange, surrender and releasing of Borrower Collateral or guarantees now or at any time held by or available to such Agent or Metals Bank for the Creditors’ Debt with respect to which such Creditor Representative acts as agent or any other Obligor with person at any time liable for or in respect to of such Creditors’ Debt or for the obligations evidenced herebyMetals Obligations, as applicable, (ii) the unenforceability exercise of, or invalidity refraining from the exercise of any security rights against any Borrower Party or guaranty for any other obligor or any Collateral to the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyextent permitted under this Agreement, (iii) the cessation for settlement, compromise or release of, or the waiver of any cause whatsoever default with respect to, any of the liability Creditors’ Debt with respect to which such Agent acts as agent or the Metals Obligations, as applicable (provided, that, as to any compromise of Borrower or any other Obligor (other such Creditors’ Debt for less than by reason the full amount thereof, such Creditors’ Debt shall not include the difference between the original amount of such Creditors’ Debt and the amount of the full payment and performance received in respect of all Obligationssuch Creditors’ Debt so compromised), and/or (iv) such Agent’s (or such Creditors for whom such Agent acts as agent) or Metals Bank’s election, in any failure proceeding instituted under the United States Bankruptcy Code of Agent or the application of Section 1111(b)(2) of the United States Bankruptcy Code. Any of the foregoing shall not, in any Lender to comply with applicable law in connection with manner, affect the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision terms hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon impair the risk of nonpayment obligations of the Obligations and the nature, scope and extent Agents hereunder. All of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender Metals Obligations shall be deemed to have any duty to advise New Grantor of information known to it regarding such circumstances been made or risksincurred in reliance upon this Agreement.

Waivers. To Guarantor hereby agrees to the maximum extent permitted by applicable lawprovisions of the Loan Instruments and knowingly, New Grantor expressly freely, irrevocably and unconditionally waives any and all defenses now or hereafter arising or asserted by reason notice of (i) any disability loans or other defense of Borrower or any other Obligor with respect advances made by Lender to the obligations evidenced herebyBorrower, (ii) the unenforceability or invalidity acceptance of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebythis Guaranty, (iii) the cessation for any cause whatsoever amendment or extension of the liability Note, the Deed of Borrower Trust or any other Obligor Loan Instruments, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower's execution and delivery of any promissory notes or other documents arising under the Loan Instruments or in connection with the Secured Property, (v) the occurrence of any breach by Borrower or an Event of Default (as defined in the Deed of Trust), (vi) Lender's transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Instruments, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed. In addition, and without limiting any other waivers or provisions set forth in this Guaranty, Guarantor hereby knowingly, freely, irrevocably and unconditionally waives and relinquishes all rights, remedies and defenses accorded by applicable law to guarantors and sureties, and agrees not to assert or to otherwise take advantage of any such rights, remedies or defenses other than the actual payment and performance of the Guaranteed Obligations. Without limiting the generality of the foregoing or of any other waivers or provisions set forth in this Guaranty, Guarantor hereby knowingly, freely, irrevocably and unconditionally waives and relinquishes (A) any defense arising because of an election made by Lender under Federal Bankruptcy Code (“FBC”) Section 1111(b)(2) or based on any borrowing or grant of a security interest under FBC Section 364, (B) the defense of statute of limitations in any action hereunder or in any action for the collection of any indebtedness or the performance of any of Borrower’s obligations under the Loan Instruments and (C) any defense that may arise by reason of the full payment and performance incapacity, lack of all Obligations)authority, (iv) death or disability of any other person or persons, or the failure of Agent or any Lender to comply with applicable law file or enforce a claim against the estate (in connection with the sale or other disposition of any Collateraladministration, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or proceeding) of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances person or riskspersons.

Waivers. To Indemnitor hereby waives the maximum extent permitted by applicable lawfollowing: (a) notice of Mortgagee's acceptance of this Indemnification Agreement; (b) notice of Indemnitor's grant to Mortgagee of a security interest lien or encumbrance in any of Indemnitor's assets; (c) Mortgagee's release, New Grantor expressly waives waiver, modification or amendment of any Loan Document or any security interest, lien or encumbrance in any other party's assets given to Mortgagee to secure any Loan Document; (d) presentment, demand, notice of default, non-payment, partial payment and protest and all defenses now other notices or hereafter arising or asserted by reason formalities to which Indemnitor may be entitled; (e) extensions of (i) any disability or other defense time of Borrower payment of the Note granted to Indemnitor or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever forbearances in Mortgagee's enforcement of the liability of Borrower Loan Documents; (f) acceptance from Indemnitor (or any other Obligor (other than by reason party) of any partial payment or payments of the full payment and performance of all Obligations), (iv) any failure of Agent Note or any Lender to comply with applicable law in connection with collateral securing the sale payment thereof or other disposition of any Collateralthe settlement, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the subordination, discharge or release of Borrowerthe Note; (g) notice of any of the matters set forth in parts (c) through (f) of this Section 3; (h) all suretyship defenses of every kind and nature; and (i) the defense of the statute of limitations in any action brought to enforce this Indemnification Agreement. Indemnitor agrees that Mortgagee may have done, or at any time may do, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations foregoing actions in such manner, upon such terms and the natureat such times as Mortgagee, scope in its sole discretion, deems advisable, without in any way impairing, affecting, reducing or releasing Indemnitor from Indemnitor's obligations under this Indemnification Agreement and extent Indemnitor hereby consents to each of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksforegoing actions.

Waivers. To Each Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawsuch Guarantor, New Grantor expressly waives to (i) proceed against Company, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Company, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of any agreement or instrument relating to the Guarantied Obligations or by reason of the cessation of the liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Partys or any other Obligor Beneficiarys errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Guarantors obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantors liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the cessation for Purchase Agreement, or any cause whatsoever agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly (a) Each Guarantor waives any and all defenses now or hereafter arising or asserted by reason of agrees not to assert: (i) any disability right to require Lender to proceed against Company, any other Guarantor or other defense of Borrower guarantor or any other Obligor with respect Person, to proceed against or exhaust any collateral or other security held for the Obligations (except to the obligations evidenced herebyextent required by applicable law), (ii) the unenforceability to give notice of or invalidity institute any public or private sale, foreclosure, or other disposition of any security collateral or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyObligations, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)including, (iv) any failure of Agent or any Lender without limitation, to comply with applicable provisions of the California Uniform Commercial Code (the “UCC”) or any equivalent provision of any other applicable law in connection with the sale sale, foreclosure, or other disposition of any Collateralcollateral or to pursue any other right, remedy, power or privilege of Lender whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of Company, any Guarantor or any other Person; (iv) any defense based upon Lender’s errors or omissions in the administration of the Obligations; (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, rights to set-offs and counterclaims; and (vi) without limiting the avoidance generality of the foregoing, to the fullest extent permitted by law, any other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433. (b) Each Guarantor waives any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Obligations, or the reliance by Lender upon this Guaranty, or the exercise of any lien right, power or privilege hereunder. The Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in favor reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of Agent default, dishonor or nonpayment and all other notices to or upon Company, any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section Guarantor or any other provision hereof or Person with respect to the Obligations. (c) The obligations of each Guarantor hereunder are independent of and separate from the obligations of Company and any other guarantor and upon the occurrence and during the continuance of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assetsdefault, and all a separate action or actions may be brought against any Guarantor, whether or not Company or any such other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor guarantor is joined therein or a separate action or actions are brought against Company or any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksother guarantor.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly Each Guarantor hereby waives any and all defenses now notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2 and no notice of creation of the Guaranteed Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor hereby waives, for the benefit of Agent and each Lender: (a) any right to require Agent or any Lender, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other Guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, securities account or commodities account or credit on the books of Agent or any Lender in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of Agent or any Lender whatsoever; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of the Borrower or any other Obligor Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Agent’s or any Lender’s errors or omissions in the administration of the Guaranteed Obligations; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with respect to the terms hereof and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment rights to set-offs, recoupments and performance of all Obligations)counterclaims, and (iv) promptness, diligence and any failure of requirement that Agent or any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to comply with applicable Borrowers and notices of any of the matters referred to the Credit Agreement and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law in connection which limit the liability of or exonerate guarantors or sureties, or which may conflict with the sale or other disposition terms hereof. Without limiting the generality of any Collateralthe foregoing, (v) any act or omission each Guarantor incorporated under the laws of Agent or any Lender or others that directly or indirectly results in or aids Mexico hereby irrevocably and unconditionally waives, to the discharge or release fullest extent permitted by Applicable Law, all rights and benefits of Borrowerorden, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwiseexcusión, (vi) the avoidance of any lien in favor of Agent or any Lender for any reasondivision, (vii) the filing of any bankruptcyquita, reorganization or other insolvency proceeding against Borrower or any Obligornovación, or (viii) any action taken by Agent or any Lender that is authorized by this Section or espera and/or modificación and any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being rights specified in Articles 2813, 2814,2815, 2816, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2827, 2829, 2837, 2838, 2839, 2840, 2842, 2844, 2845, 2846, 2847, 2848 and keeping itself informed of Borrower’s financial condition and assets2849, and all any other circumstances bearing upon the risk of nonpayment related or applicable Articles of the Obligations Código Civil Federal of Mexico and the nature, scope and extent Código Civil of each State of Mexico. Each of the risks which New Grantor assumes Guarantors incorporated under the laws of Mexico hereby expressly and incurs hereunderirrevocably represents that it has full knowledge about the content of such Articles described above, and agrees that neither Agent nor any Lender shall have any duty therefore, such Articles are not required to advise New Grantor of information known to it regarding such circumstances or risksbe transcribed herein.

Waivers. To Maker and any and all others who may become liable for all or part of the maximum obligations of Maker under this Note (collectively the “Obligors”) agree to be jointly and severally bound hereby and jointly and severally, to the extent permitted by applicable law, New Grantor expressly waives : (i) waive and renounce any and all defenses now redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or hereafter arising by any extension or asserted renewal hereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (iii)waive all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder, except as otherwise specifically provided in the Loan Documents; (iv) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (v) agree that the liability of each Obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by reason of (i) any disability indulgence or other defense of Borrower forbearance granted or consented to by Holder to any Obligor or any such other Obligor person or entity; (vi) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Holder with respect to the obligations evidenced herebypayment or other provisions hereof, (ii) and to the unenforceability or invalidity release of any security or guaranty at any time given for the obligations evidenced hereby payment hereof, or any part thereof, with or without substitution, and to the lack of perfection or continuing perfection or failure of priority release of any person or entity liable for the payment hereof; and (vii) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the obligations evidenced herebypayment hereof, (iii) and agree that the cessation for addition of any cause whatsoever of such obligors or security shall not affect the liability of Borrower or any other Obligor (other than by reason of Obligors for the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskshereof.

Waivers. To Each Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawsuch Guarantor, New Grantor expressly waives to (i) proceed against Company, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Company, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Obligor Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting Guaranty such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the cessation for Credit Agreement, notices of default or early termination under any cause whatsoever Lender Swap Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To Guarantor waives (a) any right to revoke this Guaranty with respect to future indebtedness; (b) any right to require any Beneficiary to do any of the maximum extent permitted by applicable law, New Grantor expressly waives following before Guarantor is obligated to pay the Guaranteed Obligations or before any and all defenses now or hereafter arising or asserted by reason of Beneficiary may proceed against Guarantor: (i) sxx or exhaust remedies against Borrower and other guarantors or obligors, (ii) sxx on an accrued right of action in respect of any disability of the Guaranteed Obligations or bring any other action, exercise any other right, or exhaust all other remedies, or (iii) enforce rights against Borrower's assets or the collateral pledged by Borrower to secure the Guaranteed Obligations; (c) any right relating to the timing, manner, or conduct of such Beneficiary's enforcement of rights against Borrower's assets or the collateral pledged by Borrower to secure the Guaranteed Obligations; (d) if Guarantor and Borrower (or a third-party) have each pledged assets to secure the Guaranteed Obligations, any right to require any Beneficiary to proceed first against the other collateral before proceeding against collateral pledged by Guarantor; (e) except as expressly required hereby, promptness, diligence, notice of any default under the Guaranteed Obligations, notice of acceleration or intent to accelerate, demand for payment, notice of acceptance of this Guaranty, presentment, notice of protest, notice of dishonor, notice of the incurring by Borrower of additional indebtedness, notice of any suit or other defense of action by any Beneficiary against Borrower or any other Obligor Person, any notice to any party liable for the obligation which is the subject of the suit or action, and all other notices and demands with respect to the obligations evidenced herebyGuaranteed Obligations and this Guaranty, (f) each of the foregoing rights or defenses regardless whether they arise under (i) Section 34.01 et seq. of the Texas Business and Commerce Code, as amended, (ii) Section 17.001 of the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyTexas Civil Practice and Remedies Code, as amended, (iii) the cessation for any cause whatsoever Rule 31 of the liability Texas Rules of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)Civil Procedure, as amended, (iv) any failure of Agent or any Lender to comply with applicable law common law, in connection with the sale or other disposition of any Collateralequity, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrowerunder contract, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law statute, or otherwise, and (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viiig) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment rights under Sections 51.003, 51.004 and 51.005 of the Obligations and the natureTexas Property Code, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksas amended.

Waivers. To the maximum extent permitted by law, each of the Borrowers hereby (a) waives presentment, demand, protest and notice of presentment, notice of protest and notice of dishonor of any of the indebtedness under this Agreement, either Replacement Note, any Debenture, any of the other Settlement Documents or any Surviving Document and each and every notice of any kind respecting this Agreement, either Replacement Note, any Debenture, any of the other Settlement Documents or any Surviving Document (except for notices of Default as may be provided herein or therein), (b) agrees that the applicable Lender, at any time or times, without notice to such Borrower or such Borrower's consent, may grant extensions of time, without limit as to number or the aggregate period of such extensions, for the payment of any principal or interest due on either Replacement Note or a Debenture, and (c) to the extent not prohibited by law and specifically excluding federal bankruptcy law, waives the benefit of any law or rule of law intended for such Borrower's advantage or protection as a Borrower hereunder or providing for such Borrower's release or discharge from liability hereon, in whole or in part, on account of any facts or circumstances other than full or complete payment of all amounts due under this Agreement, the Replacement Notes, the Debentures, the other Settlement Documents and the Surviving Documents. No renewal or extension of this Agreement, either Replacement Note, any Debenture, any of the other Settlement Documents or any of the Surviving Documents, no release of any collateral, including all or any of the Collateral, securing repayment of any obligations under either Replacement Note, any Debenture, any of the other Settlement Documents or any of the Surviving Documents, and no delay in enforcement of this Agreement, either Replacement Note, any Debenture, any of the other Settlement Documents or any of the Surviving Documents or in exercising any right, power or remedy hereunder or under any of the other Settlement Documents or any of the Surviving Documents, provided by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of otherwise shall affect the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To Guarantor agrees to the maximum extent permitted provisions of the Loan Documents, and hereby waives notice of, and any rights of consent to, (a) any loans or advances made by applicable Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Mortgage, the Loan Agreement or of any other Loan Documents (other than this Guaranty), (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Properties and/or the collateral for the Loan, (e) the occurrence of any breach by Borrower, Operating Lessee or any other Loan Party or an Event of Default, (f) except as specifically provided in the Loan Documents, Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) except as specifically provided in the Loan Documents, sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) except as specifically provided in the Loan Documents, protest, proof of non-payment or default by Borrower, Operating Lessee or any other Loan Party, (i) except as specifically provided herein or in the other Loan Documents, any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed, (j) any limitation of liability or recourse in any other Loan Document or arising under any law; (k) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration, (l) except as expressly provided in Section 1.2 or in Section 5.4 hereof or as otherwise agreed to in writing by Lender, whether express or by operation of law, New Grantor expressly waives any and all defenses partial release of the liability of Guarantor hereunder, or if one or more other guaranties are now or hereafter arising obtained by Lender covering all or asserted by reason any part of (i) the Guaranteed Obligations, any disability complete or partial release of any one or more of such guarantors under any such other defense guaranty, or any complete or partial release or settlement of Borrower or any other Obligor with respect to party liable, directly or indirectly, for the obligations evidenced hereby, payment of any or all of the Guaranteed Obligations; (iim) the unenforceability making of advances by Lender to protect its interest in the Properties, preserve the value of the Properties or invalidity for the purpose of performing any term or covenant contained in any of the Loan Documents; or (n) the existence of any security claim, counterclaim, set-off, recoupment, reduction or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, defense (iiiother than that (x) the cessation for Guaranteed Obligations are not due and owing or have been paid in full or (y) all sums payable under the Note or any cause whatsoever of the liability of Borrower other Loan Documents have been paid in full) based upon any claim or other right that Guarantor may at any time have against Borrower, Lender, or any other Obligor (other than by reason of the full payment and performance of all Obligations)Person, (iv) any failure of Agent whether or any Lender to comply with applicable law not arising in connection with this Guaranty, the sale or other disposition of any CollateralNote, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of BorrowerLoan Agreement, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To Guarantors hereby waive (a) notice of acceptance of this Guaranty and of any change in the maximum extent permitted financial condition of Tenant or Landlord, (b) promptness, diligence, presentment and demand for payment and performance or observance of any of the Guaranteed Obligations, (c) protest, notice of dishonor, notice of default and any other notice with respect to any of the Guaranteed Obligations or this Guaranty or otherwise required or applicable by law, (d) any demand for payment under this Guaranty, (e) any requirement that Landlord exercise or exhaust any right or remedy or take any action against Tenant, any other Person or Guarantor or any collateral or other available security and agrees that Landlord may enforce its rights hereunder without recourse to any rights under the Master Lease or applicable law, New Grantor expressly waives and without taking any and all defenses now actions or hereafter arising proceedings against Tenant, any other Person or asserted by reason of (i) any disability or other defense of Borrower Guarantor or any other Obligor with respect to collateral or security for any of the obligations evidenced herebyGuaranteed Obligations, (iif) the unenforceability or invalidity all benefits of any security or guaranty for statute of limitations affecting the obligations evidenced hereby Guarantor’s liability under, or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement of, this Guaranty, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (ivg) any failure of Agent Landlord to disclose to Guarantors any information relating to the financial condition, operations or any Lender to comply with applicable law in connection with the sale or other disposition properties of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section Tenant or any other provision hereof guarantor of the Guaranteed Obligations (Guarantors hereby waive any duty of Landlord to obtain or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assetsdisclose such information), and all other circumstances bearing upon the risk (h) any right or claim of nonpayment right to cause a marshalling of the Obligations and the natureassets of Tenant or any other Person or to cause Landlord to proceed against Tenant, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have other Person or any duty to advise New Grantor of information known to it regarding such circumstances or riskscollateral.

Waivers. To Each Guarantor waives, to the maximum extent permitted by applicable law, New Grantor expressly waives for the benefit of Secured Parties: (a) any and all defenses now right to require Agent, as a condition of payment or hereafter performance by such Guarantor, to (i) proceed against any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held by any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (iii) except as provided in any Loan Document or Counterparty Agreement, proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Guarantee Party or any other Person, or (iv) pursue any other remedy in the power of any Secured Party; (b) any defense (other than the defense of payment or performance) arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower any Guarantee Party including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Guarantee Party from any cause other Obligor with respect than the occurrence of the Termination Date; (c) any defense (other than the defense of payment or performance) based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense (other than the defense of payment or performance) based upon Agent’s errors or omissions in the administration of the Guaranteed Obligations, except for (i) Agent’s willful misconduct, bad faith or gross negligence (to the extent determined in a final non-appealable order of a court of competent jurisdiction) or (ii) Agent’s material breach of its obligations evidenced herebyunder the Loan Documents (to the extent determined in a final non-appealable order of a court of competent jurisdiction); (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights of set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto; (f) except as required by any other Loan Document or the cessation for applicable Counterparty Agreement, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any cause whatsoever action or inaction, including acceptance of this Guaranty, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Loan Party and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses (other than the defense of payment or performance) or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To The Borrower waives: (a) to the maximum extent permitted not prohibited by applicable law, New Grantor expressly waives all rights and benefits under any laws or statutes regarding sureties, as may be amended; (b) any right to receive notice of the following matters before the Bank enforces any of its rights: (i) the Bank’s acceptance of this Agreement, a Note or any other Loan Document, (ii) any credit that the Bank extends to the Borrower, (iii) the Borrower’s default, (iv) any demand, diligence, presentment, dishonor and all defenses now protest, or hereafter (v) any action that the Bank takes regarding the Borrower, anyone else, any Collateral, or any of the Liabilities, that it might be entitled to by law, under any other agreement, in equity or otherwise; (c) any right to require the Bank to proceed against the Borrower, any other Obligor, or any Collateral, or pursue any remedy in the Bank’s power to pursue; (d) any defense based on any claim that any endorser’s or other Obligor’s obligations exceed or are more burdensome than those of the Borrower; (e) the benefit of any statute of limitations affecting liability of any endorser or other Obligor or the enforcement hereof; (f) any defense arising or asserted by reason of (i) any disability or other defense of the Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full cessation from any cause whatsoever (other than payment in full) of the obligation of the Borrower for the Liabilities; and (g) any defense based on or arising out of any defense that any Obligor may have to the payment or performance of all Obligations), (iv) any failure of Agent the Liabilities or any Lender portion thereof. The Borrower consents to comply with applicable law in connection with any extension or postponement of time of its payment without limit as to the sale number or other disposition of period, to any Collateralsubstitution, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge exchange or release of Borrowerall or any part of the Collateral, to the addition of any other Person, and to the release or discharge of, or suspension of any rights and remedies against, any Obligor Obligor. The Bank may waive or delay enforcing any of its rights without losing them. Any waiver affects only the Obligations evidenced hereby specific terms and time period stated in the waiver. No modification or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance waiver of any lien in favor provision of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section Agreement or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for Document is effective unless it is in writing and signed by the Person against whom it is being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksenforced.

Waivers. To The Guarantor hereby waives, to the maximum full extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) promptness and diligence; (ii) notice of acceptance and notice of the incurrence of any disability Obligation by the Borrower; (iii) notice of any actions taken by the Agents, any Lender, the L/C Issuer, the Borrower, or other defense of Borrower any Loan Party under any Loan Document or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability agreement or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), instrument related thereto; (iv) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of the Obligations or of the obligations of the Guarantor hereunder, the omission of or delay in which, but for the provisions of this Section 4, might constitute grounds for relieving the Guarantor of its obligations hereunder; (v) any failure of Agent right to compel or direct the Agents or any Lender to comply with applicable law in connection with the sale seek payment or other disposition recovery of any Collateral, amounts owed under this Guaranty from any one particular fund or source; (vvi) any act or omission of Agent or requirement that any Agent, any Lender or others that directly the L/C Issuer protect, secure, perfect or indirectly results in insure any security interest or aids Lien on any property subject thereto or exhaust any right or take any action against the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby Loan Party or any security other Person or guaranty therefor by operation of law or otherwiseany Collateral; and (vii) any other defense available to the Guarantor. The Guarantor agrees that the Agents, (vi) the avoidance of Lenders and the L/C Issuer shall have no obligation to marshal any lien assets in favor of Agent the Guarantor or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligoragainst, or (viii) in payment of, any action taken by Agent or any Lender all of the Obligations. The Guarantor acknowledges that is authorized by it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section or 4 is knowingly made in contemplation of such benefits. The Guarantor hereby waives any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assetsright to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all other circumstances bearing upon Guaranteed Obligations, whether existing now or in the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksfuture.

Waivers. To Each Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawsuch Guarantor, New Grantor expressly waives to (i) proceed against Company, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Company, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Obligor Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) except as expressly provided in the cessation for Loan Documents, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any cause whatsoever action or inaction, including acceptance of this Guaranty, notices of default under the Credit Agreement, notices of default or early termination under any Lender Swap Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly Guarantor waives (a) all rights to require Agent or Banks to proceed against Borrower, or any and other guarantor, or proceed against, enforce or exhaust any security for the Obligations or to marshal assets or to pursue any other remedy in Agent’s or any Bank’s power whatsoever; (b) all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower Borrower, the cessation for any reason of the liability of Borrower, any defense that any other indemnity, guaranty or security was to be obtained, any claim that Agent or any Bank has made Guarantor’s obligations more burdensome or more burdensome than Borrower’s obligations, and the use of any proceeds of the Obligations other Obligor with respect than as intended or understood by Agent, such Bank or Guarantor; (c) all presentments, demands for performance, notices of nonperformance, protests, notices of dishonor, notices of acceptance of this Guaranty and of the existence or creation of new or additional Obligations, and all other notices or demands to which Guarantor might otherwise be entitled; (d) all conditions precedent to the obligations evidenced herebyeffectiveness of this Guaranty; (e) all rights to file a claim in connection with the Obligations in an Insolvency Proceeding filed by or against Borrower; (f) all rights to require Agent or any Bank to enforce any of its respective remedies; and (g) until the Obligations are satisfied or fully paid with such payment not subject to return: (i) all rights of subrogation, contribution, indemnification or reimbursement, (ii) the unenforceability all rights of recourse to any assets or invalidity property of Borrower, or to any security collateral or guaranty credit support for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyObligations, (iii) the cessation for all rights to participate in or benefit from any cause whatsoever of the liability of Borrower security or any other Obligor (other than by reason of the full payment credit support Banks may have or acquire, and performance of all Obligations), (iv) any failure of Agent all rights, remedies and defenses Guarantor may have or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of acquire against Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To The Guarantors unconditionally and irrevocably waive, to the maximum fullest extent permitted by applicable law: (a) notice of any of the matters referred to in Section 2; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rights against the Guarantors hereunder, including, without limitation, notice of the acceptance of this Guaranty, or the creation, renewal, extension, modification or accrual of the Guaranteed Obligations or notice of any other matters relating thereto, any presentment, demand, notice of dishonor, protest, nonpayment of any damages or other amounts payable under any Credit Document; (c) any requirement for the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any Credit Document, including, without limitation, diligence in collection or protection of or realization upon the Guaranteed Obligations or any part thereof or any collateral therefor; (d) any requirement of diligence; (e) any requirement to mitigate the damages resulting from a default by the Borrower under any Credit Document; (f) the occurrence of every other condition precedent to which the Guarantors or the Borrower may otherwise be entitled; (g) the right to require the Lender to proceed against the Borrower or any other person liable on the Guaranteed Obligations, to proceed against or exhaust any security held by the Borrower or any other person, or to pursue any other remedy in the Lender’s power whatsoever; (h) the right to have the property of the Borrower first applied to the discharge of the Guaranteed Obligations and (i) until such time that all Guaranteed Obligations have been indefeasibly paid in full, any and all rights it may now or hereafter have under any agreement or at law or in equity (including, without limitation, any law subrogating the Guarantors to the rights of the Lender) to assert any claim against or seek contribution, indemnification or any other form of reimbursement from the Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by the Guarantors under or in connection with this Guaranty or otherwise. The Lender may, at its election, exercise any right or remedy it may have against the Borrower without affecting or impairing in any way the liability of the Guarantors hereunder and the Guarantors waive, to the fullest extent permitted by applicable law, New Grantor expressly waives any and all defenses now defense arising out of the absence, impairment or hereafter loss of any right of reimbursement, contribution or subrogation or any other right or remedy of the Guarantors against the Borrower, whether resulting from such election by the Lender or otherwise. The Guarantors waive any defense arising or asserted by reason of (i) any disability or other defense of the Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity by reason of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower liability, either in whole or any other Obligor (other than by reason in part, of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender Borrower to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan DocumentGuaranteed Obligations. New Grantor assumes all The Guarantors assume the responsibility for being and keeping itself informed of Borrower’s the financial condition of the Borrower and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any the Lender shall not have any duty to advise New Grantor the Guarantors of information known regarding any condition or circumstance or any change in such condition or circumstance. The Guarantors acknowledge that the Lender has not made any representations to it regarding such circumstances or risksthe Guarantors concerning the financial condition of the Borrower.

Waivers. To The Guarantor waives, for the maximum extent permitted benefit of the Lender Group: (a) any right to require any of the Lender Group, as a condition of payment or performance by applicable lawthe Guarantor, New Grantor expressly waives to (i) proceed against the Co-Borrower, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from the Co-Borrower, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Lender Group in favor of any Loan Party or any other Person, or (iv) pursue any other remedy in the power of any of the Lender Group; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower any Loan Party including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Loan Party from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Administrative Agent’s or any other Obligor of the Lender Group’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of the Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for statute of limitations affecting the obligations evidenced hereby Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of the cessation for Lender Group protect, secure, perfect or insure any cause whatsoever Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the Credit Agreement or any other Loan Document, notices of default or early termination under any Related Credit Arrangement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to the Co-Borrower and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. 7.4.1 To the maximum fullest extent permitted by applicable law, New Grantor expressly waives Guarantor hereby waives: (a) notice of acceptance hereof; (b) notice of any adverse change in the financial condition of Purchaser or any other guarantor or of any other fact that might increase Guarantor’s risk hereunder; (c) notice of presentment for payment or performance (as applicable), demand, protest, and all defenses notice thereof as to the Guaranteed Obligations; (d) any right by statute or otherwise to require the Company to institute suit against Purchaser or to exhaust any rights and remedies which the Company has or may have against Purchaser or any other guarantor; (e) except with respect to (i) the right of set-off provided in Section 6.3.2 and (ii) any defense that the Guaranteed Obligations or a part thereof is not earned and/or due under the terms of this Agreement, any right to assert against the Company, any defense (legal or equitable), set-off, counterclaim or claim which Guarantor may now or at any time hereafter have against Purchaser or any other party liable to the Company; (f) any defense (legal or equitable), set-off, counterclaim or claim of any kind or nature, arising directly or asserted indirectly from the present or future lack of validity or enforceability of the Guaranteed Obligations; and (g) any right or defense arising by reason of (i) any disability claim or other defense based upon an election of Borrower or any other Obligor with respect remedies by the Company. In this regard, Guarantor agrees that it is bound to the obligations evidenced hereby, payment or performance (iias applicable) of the unenforceability or invalidity Guaranteed Obligations as fully as if the Guaranteed Obligations were directly owing (when and to the extent earned under the terms of this Agreement) to the Company by Guarantor. Guarantor further waives any defense arising by reason of any security defense (other than the defense that the Guaranteed Obligations shall have been indefeasibly paid or guaranty performed (as applicable) in the manner provided for by the obligations evidenced hereby Agreement) of Purchaser or the lack by reason of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for from any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law Purchaser in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksrespect thereof.

Waivers. To Each Guarantor hereby waives, to the maximum fullest extent permitted by applicable lawLaw, New Grantor expressly waives for the benefit of the Administrative Agent and Secured Party: (a) any right to require the Administrative Agent or any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent and all defenses now Secured Parties favor of the Borrower or hereafter any other Person, or (iv) pursue any other remedy in the power of the Administrative Agent and the Secured Parties whatsoever; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of the Borrower or any other Obligor Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal or any law, rule, regulation, or order of any jurisdiction affecting any term of the Guaranteed Obligations; (d) any defense based upon the Administrative Agent’s or any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with respect to the terms hereof and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the cessation for Administrative Agent and the Secured Parties protect, secure, perfect or insure any cause whatsoever security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, any Secured Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 10.02 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Documentterms hereof. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and Each Guarantor agrees that neither Agent nor any Lender such Guarantor shall have any duty no right of recourse to advise New Grantor security for the Obligations, except through the exercise of information known rights of subrogation pursuant to it regarding such circumstances or risksSection 10.02.

Waivers. To Guarantor agrees that none of its obligations and no rights against Guarantor hereunder shall in any way be discharged, impaired otherwise affected by any extension of time for, or by any partial or complete waiver of the maximum extent permitted performance of any of Tenant’s obligations under the Lease, or by applicable lawany other alteration, New Grantor expressly waives amendment, assignment, expansion, extension or modification in or to the Lease, or by any and all defenses now release or hereafter arising waiver of any term, covenant or asserted condition of the Lease, or by reason any delay in the enforcement of (i) any disability or other defense of Borrower rights against Tenant, Guarantor or any other Obligor with respect person or entity under the Lease. Without limitation, Guarantor agrees that the Lease may be altered, amended, assigned, expanded, extended or modified from time to the obligations evidenced herebytime on such terms and provisions as may be satisfactory to Landlord without notice to or further assent by Guarantor, (ii) the unenforceability or invalidity and Guarantor hereby waives notice of acceptance of this Guaranty, notice of any security or guaranty for the obligations evidenced guaranteed hereby or the lack of perfection or continuing perfection or failure of priority of any security action taken or omitted in reliance hereon, and notice of any defaults of Tenant under the Lease and waives presentment, demand for the obligations evidenced herebypayment or performance, (iii) the cessation for protest, notice of dishonor, nonpayment or nonperformance of any cause whatsoever of the liability of Borrower such obligations, suit or taking other action by Landlord against, and any other Obligor (notice to, any party liable thereon and waives suretyship defenses generally, other than by reason of the full and timely payment and performance of all Obligations)obligations hereby guaranteed. No invalidity, (iv) any failure irregularity or unenforceability of Agent all or any Lender to comply with applicable law in connection with the sale or other disposition part of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof such obligations or of any Loan Documentsecurity therefor and no insolvency, bankruptcy, liquidation proceeding or dissolution affecting Tenant or Guarantor shall affect, impair or be a defense to this Guaranty. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment The liability of the Obligations Guarantor hereunder is primary and unconditional and shall not be subject to any offset, defense (other than the nature, scope defense of full and extent timely payment and performance) or counterclaim of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuarantor.

Waivers. To Each Subsidiary Grantor waives (a) any right to require Collateral Agent or any Investor to (i) proceed against any other Subsidiary Grantor or any other guarantor of the maximum extent permitted by applicable lawObligations, New (ii) proceed against or exhaust any security received from any other Subsidiary Grantor expressly waives or any and all defenses now other guarantor of the Obligations, or hereafter (iii) pursue any other remedy in Collateral Agent’s or an Investor’s power whatsoever; (b) any defense arising or asserted by reason of the application by any Subsidiary Grantor of the proceeds of any borrowing; (ic) any defense resulting from the absence, impairment or loss of any right of reimbursement, subrogation, contribution or other right or remedy of such Subsidiary Grantor against any other Subsidiary Grantor, any other guarantor of the Obligations or any security, whether resulting from an election by Collateral Agent or any Investor to foreclose upon security by nonjudicial sale, or otherwise; (d) any setoff or counterclaim of such Subsidiary Grantor or any defense which results from any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby Subsidiary Grantor or the lack cessation or stay of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for enforcement from any cause whatsoever of the liability of Borrower any Subsidiary Grantor (including, without limitation, the lack of validity or enforceability of any Transaction Document); (e) any right to exoneration of sureties which would otherwise be applicable; (f) so long as any Obligations remain outstanding, any right of subrogation or reimbursement and, if there are any other guarantors of the Obligations, any right of contribution, and right to enforce any remedy which Collateral Agent or any Investor now has or may hereafter have against any Subsidiary Grantor, and any benefit of, and any right to participate in, any security now or hereafter received by the Collateral Agent or any Investor; (g) all presentments, demands for performance, notices of non-performance, notices delivered under this Agreement or any Transaction Document, protests, notice of dishonor, and notices of acceptance of this guaranty and of the existence, creation or incurring of new or additional Obligations and notices of any public or private foreclosure sale; (h) the benefit of any statute of limitations to the extent permitted by law; (i) any appraisement, valuation, stay, extension, moratorium redemption or similar law or similar rights for marshalling; and (j) any right to be informed by Collateral Agent or any Investor of the financial condition of any Subsidiary Grantor or any other Obligor (other than by reason guarantor of the full payment and performance of all Obligations), (iv) any failure of Agent Obligations or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent change therein or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment or nonperformance of the Obligations. Each Subsidiary Grantor has the ability and assumes the responsibility for keeping informed of the financial condition of any other Subsidiary Grantor and any other guarantors of the Obligations and the nature, scope of other circumstances affecting such nonpayment and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or nonperformance risks.

Waivers. To Guarantor waives any and all defenses, claims, setoffs and discharges of Borrower or any other Person pertaining to the maximum Guaranteed Obligations. Without limiting the generality of the foregoing or any other provision hereof, to the fullest extent permitted by applicable law, New Grantor expressly waives Guarantor hereby waives: (a) any and all defenses now or hereafter defense arising or asserted by reason of any invalidity or unenforceability of Borrower’s obligations in respect of any Loan Document, any manner in which Lender has exercised (ior not exercised) any disability or other defense of Borrower rights and remedies under any Loan Document, or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for from any cause whatsoever of the liability of Borrower or any other Obligor Person; (other than by reason b) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of any of the full payment and performance of all Obligations), Loan Documents; (ivc) any failure release of Agent any of the collateral provided under any Loan Document; (d) notice of any indulgences, extensions, consents or waivers given to Borrower or any other Person, notice of the occurrence of any default or event of default under any Loan Document, or other notice of any kind whatsoever; (e) any right or claim of right to cause Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding proceed against Borrower or any Obligorother Person in any particular order, to proceed against or exhaust any collateral security held by Lender at any time or to pursue any other right or remedy whatsoever at any time; (viiif) any action taken by Agent requirement of diligence or promptness on Lender’s part in (i) making any Lender that is authorized by this Section claim or demand on or commencing suit against Borrower or any other provision hereof Person or (ii) otherwise enforcing Lender’s rights in respect of any Loan Document. New Grantor ; (g) any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, usury, illegality or unenforceability which may be available to Borrower or any other person liable in respect of any Guaranteed Obligations, or any setoff available against Lender or any other such person, whether or not on account of a related transaction and (h) any duty of Lender to advise Guarantor of any information known to Lender regarding the financial condition of Borrower or any other circumstance, it being agreed that Guarantor assumes all responsibility for being and keeping itself informed of Borrowersuch condition or any such circumstance. Without limiting the generality of the foregoing, Guarantor waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Guarantor’s financial condition rights of subrogation and assetsreimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise. Guarantor hereby agrees not to, and all other circumstances bearing upon the risk of nonpayment waives its right to, exercise or pursue, so long as any of the Guaranteed Obligations and the natureremain unsatisfied, scope and extent any right to reimbursement, subrogation, or contribution from Borrower in respect of the risks which New Grantor assumes and incurs payments hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly The Guarantor hereby waives any and all defenses now or hereafter arising or asserted by reason of (i) promptness and diligence; (ii) notice of acceptance and notice of the incurrence of any disability Obligations by the Borrower; (iii) notice of any actions taken by the Administrative Agent or any Benefited Lender or the Borrower or any Loan Party under the Loan Agreement or a Swap Contract; (iv) all other defense notices, demands and protests, and all other formalities of every kind (including notice of presentment or demand for payment or performance), in connection with the enforcement of the Obligations or of the obligations of the Guarantor hereunder, the omission of or delay in which, but for the provisions of this Section 3, might constitute grounds for relieving the Guarantor of its obligations hereunder; (v) any right to compel or direct the Administrative Agent or any Benefited Lender to seek payment or recovery of any amounts owed under this Guaranty from any one particular fund or source; (vi) any requirement that the Administrative Agent or any Benefited Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Obligor with respect Person or any collateral; and (vii) any right related to the obligations evidenced herebyobtaining, (ii) the unenforceability amending, substituting for, releasing, discharging, waiving or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of modifying the liability of Borrower any Person for the Obligations or any security interest, liens or other Obligor encumbrances, if any, hereafter securing the Obligations, or the subordinating, compromising, discharging or releasing of such security interests, liens or encumbrances. In addition, the Guarantor hereby waives, to the fullest extent permitted by law, any right it may now or hereafter have to assert any defense, legal or equitable (other than by reason the defense of payment in full of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and The Guarantor agrees that neither the Administrative Agent nor any Benefited Lender shall have any duty obligation to advise New Grantor marshal any assets in favor of information known to it regarding such circumstances the Guarantor or risksagainst or in payment of any or all of the Obligations.

Waivers. To Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33-814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(f), or any other Applicable Law similar to the maximum extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of foregoing that might operate to limit (i) any disability or other defense of Borrower Guarantor’s or any other Obligor with respect to Credit Party’s liability under, or the obligations evidenced herebyenforcement of, this Guaranty and the other Loan Documents; or (ii) the unenforceability right of Lender to recover a deficiency judgment, or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyto otherwise proceed, (iii) the cessation for any cause whatsoever of the liability of Borrower against Guarantor or any other Obligor (other than by reason Person obligated for the payment of the full Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment and performance of all the Guaranteed Obligations), ; (ivc) any failure statute of Agent limitations affecting the obligations or any Lender to comply with applicable law in connection with liabilities under the sale or other disposition Loan Documents of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section Guarantor or any other provision hereof Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assetsDocuments, and all other circumstances bearing upon the risk notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of nonpayment suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksare secured by a lien on real property.

Waivers. To Each Guarantor (other than the maximum extent permitted by applicable lawBorrower) hereby unconditionally and irrevocably waives and agrees not to assert any claim, New Grantor expressly waives defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance and all defenses now protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or hereafter further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising or asserted by reason of (i) any disability or other defense of the Borrower or any other Obligor with respect Guarantor. Each Guarantor (other than the Borrower) further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Grantor or set off any of its obligations to such other Grantor against obligations of such Grantor to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by reason complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable Requirement of Law to require any Secured Party to seek recourse first against the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligorother Person, or (viii) to realize upon any action taken by Agent or Collateral for any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations Obligations, as a condition precedent to enforcing such Guarantor’s liability and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksobligations under this Guaranty.

Waivers. To Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the maximum extent permitted by applicable lawfollowing: (a) any demand for payment or performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, New Grantor expressly waives demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and all defenses now payable; and (d) any other notice in respect of any Guaranteed Obligation or hereafter any part thereof, and any defense arising or asserted by reason of (i) any disability or other defense of the Borrower or any other Obligor Guarantor. Each Guarantor further unconditionally and irrevocably agrees, until such time as all Secured Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated (or, in the case of contingent reimbursement obligations with respect to Secured Rate Contracts or Secured Management Agreements, cash collateralized), not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Credit Party or set off any of its obligations to such other Credit Party against obligations of such Credit Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by reason complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable Requirement of Law to require any Secured Party to seek recourse first against the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligorother Person, or (viii) to realize upon any action taken by Agent or Collateral for any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations Obligations, as a condition precedent to enforcing such Guarantor’s liability and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksobligations under this Guaranty.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any disability Borrower, protest or other defense of Borrower or any other Obligor notice with respect to the Guaranteed Obligations, all setoffs and all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guaranty, and all other demands whatsoever (and shall not require that the same be made on any Borrower as a condition precedent to such Guarantor's obligations evidenced herebyhereunder), (ii) and covenants that this Guaranty will not be discharged, except by payment in full of the unenforceability Guaranteed Obligations. Each Guarantor further waives all notices of the existence, creation or invalidity incurring of new or additional Indebtedness, arising either from additional loans extended to any Borrower or otherwise, and also waives all notices that the principal amount, or any portion thereof, and/or any interest on any instrument or document evidencing all or any part of the Guaranteed Obligations is due, notices of any and all proceedings to collect from the maker, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or from any other Person, and, to the extent permitted by law, notices of exchange, sale, surrender or other handling of any security or guaranty for collateral given to the obligations evidenced hereby Collateral Agent or the lack Lenders to secure payment of perfection all or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever part of the liability of Guaranteed Obligations; provided, however, that nothing contained herein shall be deemed to waive or modify any rights, defenses or claims which such Guarantor, in its capacity as a Borrower under the Credit Agreement, as a Pledgor under a Pledge Agreement or any other Obligor (other than by reason of the full payment as a Grantor under a Security Agreement, may have and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskshas not expressly waived therein.

Waivers. To Each Borrower waives (a) any right to require Agent or Lenders to (i) proceed against any other Borrower or any other guarantor of the maximum extent permitted by applicable lawObligations, New Grantor expressly waives (ii) proceed against or exhaust any and all defenses now security received from any other Borrower or hereafter any other guarantor of the Obligations, or (iii) pursue any other remedy in Agent’s or Lenders’ power whatsoever; (b) any defense arising or asserted by reason of the application by any Borrower of the proceeds of any borrowing; (ic) any defense resulting from the absence, impairment or loss of any right of reimbursement, subrogation, contribution or other right or remedy of such Borrower against any other Borrower, any other guarantor of the Obligations or any security, whether resulting from an election by Agent or Lenders to foreclose upon security by nonjudicial sale, or otherwise; (d) any setoff or counterclaim of such Borrower or any defense which results from any disability or other defense of any Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for or stay of enforcement from any cause whatsoever of the liability of any Borrower (including, without limitation, the lack of validity or enforceability of any Transaction Document); (e) any right to exoneration of sureties which would otherwise be applicable; (f) so long as any Obligations remain outstanding, any right of subrogation or reimbursement and, if there are any other guarantors of the Obligations, any right of contribution, and right to enforce any remedy which Agent or Lenders now have or may hereafter have against any Borrower, and any benefit of, and any right to participate in, any security now or hereafter received by Agent or Lenders; (g) all presentments, demands for performance, notices of non-performance, notices delivered under this Loan Agreement or any other Transaction Document, protests, notice of dishonor, and notices of acceptance of this guaranty and of the existence, creation or incurring of new or additional Obligations and notices of any public or private foreclosure sale; (h) the benefit of any statute of limitations to the extent permitted by law; (i) any appraisement, valuation, stay, extension, moratorium redemption or similar law or similar rights for marshalling; and (j) any right to be informed by Agent or Lenders of the financial condition of any Borrower or any other Obligor (other than by reason guarantor of the full payment and performance of all Obligations), (iv) any failure of Agent Obligations or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent change therein or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment or nonperformance of the Obligations. Each Borrower has the ability and assumes the responsibility for keeping informed of the financial condition of any other Borrower and any other guarantors of the Obligations and the nature, scope of other circumstances affecting such nonpayment and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or nonperformance risks.

Waivers. To The Guarantor hereby waives, to the maximum extent permitted by applicable law, New Grantor expressly waives (i) notice of acceptance of this Guarantee by the Holders and any and all defenses now notices and demands of every kind which may be required to be given by any statute, rule or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced herebylaw, (ii) any defense, right of set-off or other claim which the unenforceability Guarantor may have against the Company or invalidity of any security or guaranty for which the obligations evidenced hereby Guarantor or the lack of perfection or continuing perfection or failure of priority of any security for Company may have against the obligations evidenced herebyHolders, (iii) presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge the cessation Guarantor with liability, except for any cause whatsoever of the liability of Borrower demands or any other Obligor (other than by reason of the full payment and performance of all Obligations)notices expressly provided for herein, (iv) any failure of Agent by the Holders or any Lender the Trustee to comply with applicable law in connection with inform the sale or other disposition Guarantor of any Collateralfacts the Holders or the Trustee may now or hereafter know about the Company, the Securities or the transactions contemplated by the Indenture, it being understood and agreed that the Holders or the Trustee have no duty to so inform and that the Guarantor is fully responsible for being and remaining informed by the Company of all circumstances bearing on the existence or creation, or the risk of nonpayment or nonperformance of the Guaranteed Obligations and (v) any act or omission and all right to cause a marshalling of Agent or any Lender or others that directly or indirectly results in or aids assets of the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section Company or any other provision hereof action by any court or governmental body with respect thereto. No modification or waiver of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing the provisions of this Guarantee shall be binding upon the risk of nonpayment Holders except as expressly set forth in a writing duly signed and delivered on behalf of the Obligations Holders; provided, however, the Company, the Guarantor and the natureTrustee may amend this Guarantee to cure any ambiguity, scope and extent defect or inconsistency herein, provided no such action shall adversely affect the rights of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksHolder.

Waivers. To Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Pledge Agreement or the maximum extent permitted by applicable lawenforcement of the rights of Pledgee hereunder of in connection with any of the Obligations or the Pledged Interests; consents to and waives notice of the granting of renewals, New Grantor expressly extensions of time for payment or other indulgences to Pledgor or to any account debtor in respect of any account receivable or the substitution, release or surrender of any the Pledged Interests, the addition or release of persons primarily or secondarily liable on any Obligation or on any account receivable or other the Pledged Interests, the acceptance of partial payments on any Obligation or on any account receivable or other the Pledged Interests and/or the settlement or compromise thereof. No delay or omission on the part of Pledgee in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. Pledgor further waives any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower or any other Obligor with respect right he may have to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor notice (other than any requirement of notice provided herein) prior to the exercise of any right or remedy provided by reason of the full payment this Pledge Agreement to Pledgee and performance of all Obligations)waives his rights, (iv) if any, to set aside or invalidate any failure of Agent or any Lender to comply with applicable law sale duly consummated in connection accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by was consummated without a prior judicial hearing. Pledgor’s waivers under this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being have been made voluntarily, intelligently knowingly and keeping itself informed of Borrower’s financial condition after Pledgor has been apprised and assets, counseled by his attorneys as to the nature thereof and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksits possible alternative rights.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly waives (a) all rights to require the Collateral Agent to proceed against any and Guarantor or Person liable for the Obligations under the Indenture Documents (each a “Golfsmith Guarantor”) or any other guarantor, or proceed against, enforce or exhaust any security for the Obligations or to marshal assets or to pursue any other remedy in Collateral Agent’s power whatsoever; (b) all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower any Golfsmith Guarantor, the cessation for any reason of the liability of a Golfsmith Guarantor, any defense that any other indemnity, guaranty or security was to be obtained, any claim that Collateral Agent has made Grantor’s obligations more burdensome or more burdensome than any Golfsmith Guarantor’s obligations, and the use of any proceeds of the Obligations other than as intended or understood by Collateral Agent or Grantor; (c) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of a acceptance of this Deed of Trust, and all other notices or demands to which Grantor might otherwise be entitled; (d) all rights to require Collateral Agent to enforce any of its remedies against any Golfsmith Guarantor or the Guarantors; (e) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any Golfsmith Guarantor or any principal of any Golfsmith Guarantor or any defect in the information of any Golfsmith Guarantor or any principal of any Golfsmith Guarantor; (f) any defense based upon the application by any Golfsmith Guarantor of the proceeds of the Indenture for purposes other than the purposes represented by any Golfsmith Guarantor to Collateral Agent or intended or understood by Collateral Agent or Grantor; (g) any defense based upon Collateral Agent’s failure to disclose to Grantor any information concerning any Golfsmith Guarantor’s financial condition or any other Obligor circumstances bearing on any Golfsmith Guarantor’s ability to pay all sums payable under the Indenture or any of the Notes; (h) any defense based upon Collateral Agent’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; and (i) until the Obligations are satisfied or fully paid, with respect such payment not subject to the obligations evidenced herebyreturn: (i) all rights of subrogation, contribution, indemnification or reimbursement, (ii) the unenforceability all rights of recourse to any assets or invalidity property of any security Golfsmith Guarantor or guaranty to any collateral or credit support for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyObligations, (iii) the cessation for all rights to participate in or benefit from any cause whatsoever of the liability of Borrower security or any other Obligor (other than by reason of the full payment credit support Collateral Agent may have or acquire, and performance of all Obligations), (iv) all rights, remedies and defenses Grantor may have or acquire against any failure Golfsmith Guarantor. Grantor specifically waives all rights and defenses that Grantor may have because the Obligations are secured by real property. This means, among other things: (i) Collateral Agent may collect from Grantor without first foreclosing on any real or personal property collateral pledged by any Golfsmith Guarantor; and (ii) if Collateral Agent forecloses on any real property collateral pledged by any Golfsmith Guarantor (A) the amount of Agent or any Lender to comply with applicable law in connection with the Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale or other disposition price; and (B) Collateral Agent may collect from Grantor even if Collateral Agent, by foreclosing on the real property collateral, has destroyed any right Grantor may have to collect from any Golfsmith Guarantor. This is an unconditional and irrevocable waiver of any Collateralrights and defenses Grantor may have because the Obligations are secured by real property. These rights and defenses include, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrowerbut are not limited to, any Obligor rights or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwisedefenses based upon Section 580a, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason580b, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor580d, or (viii) any action taken by Agent 726 of the California Code of Civil Procedure or any Lender that is authorized by this Section similar laws in other states. Without limiting the generality of the foregoing or any other provision hereof or of hereof, Grantor hereby expressly waives any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk benefits which might otherwise be available to Grantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433, or any of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskssections.

Waivers. To Each Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawsuch Guarantor, New Grantor expressly waives to (i) proceed against Company, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Company, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Obligor Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the cessation for Credit Agreement, notices of any cause whatsoever renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To The Guarantor hereby unconditionally and absolutely waives (a) any obligation on the maximum extent permitted part of the Lenders to protect, secure or insure any of the security given for the payment of the Indebtedness Guaranteed or exercise any right of setoff which the Lenders may have against Equitex, (b) the invalidity or unenforceability of the Indebtedness Guaranteed, (c) notice of acceptance of this Guaranty or the Guarantor Security Agreement by applicable lawthe Lenders, New Grantor expressly waives (d) notice of presentment, demand for payment, notice of non-performance, protest, notices of protest and notices of dishonor, notice of non-payment or partial payment, (e) notice of any defaults under the Notes or in the performance of any of the covenants and all defenses now agreements contained therein or hereafter arising in any other Equitex Loan Document given as security for the Notes, (f) any limitation or asserted exculpation of liability on the part of Equitex whether contained in the Notes or otherwise, (g) the transfer or sale by reason Equitex or the diminution in value thereof of any security given for the Indebtedness Guaranteed, (h) any failure, neglect or omission on the part of the Lenders to realize or protect the Indebtedness Guaranteed or any security given therefor, (i) any disability right to insist that the Lenders prosecute collection of the Notes or resort to any instrument or security given to secure the Indebtedness Guaranteed or to proceed against Equitex or against any other defense of Borrower guarantor or surety prior to enforcing this Guaranty or the Guarantor Security Agreement; provided, however, at their sole discretion the Lenders may either in a separate action or an action pursuant to this Guaranty or the Guarantor Security Agreement pursue their remedies against Equitex or any other Obligor with respect guarantor or surety, without affecting their rights under this Guaranty or the Guarantor Security Agreement, (j) notice to the obligations evidenced herebyGuarantor of the existence of or the extending to Equitex of the Indebtedness Guaranteed or (k) any order, (ii) the unenforceability method or invalidity manner of application of any security or guaranty for payments on the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksIndebtedness Guaranteed.

Waivers. To Each Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawsuch Guarantor, New Grantor expressly waives to (i) proceed against Borrower, any and all defenses now other guarantor (including any other Guarantor) of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Borrower, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party's or any other Obligor Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor's liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the cessation for Credit Agreement, notices of default or early termination under any cause whatsoever Lender Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 3 and 4 hereof and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To Guarantor agrees to the maximum provisions of the Loan Documents, and hereby waives to the fullest extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter not prohibited by applicable law (I) notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or any other Loan Document, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or asserted in connection with the Property, (e) the occurrence of (X) any breach by reason Borrower of any of the terms or conditions of the Loan Agreement or any other Loan Documents, or (Y) an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower, and (i) any disability other action at any time taken or other defense omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and/or the obligations hereby guaranteed, (II) all suretyship defenses and defenses in the nature thereof, (III) any right or claim of right to cause a marshalling of the assets of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty collateral for the obligations evidenced hereby Loan, or to cause Lender to proceed against any of the lack of perfection or continuing perfection or failure of priority of any other security for the obligations evidenced herebyGuaranteed Obligations or the Obligations of Borrower before proceeding under this Guaranty against Guarantor, or, if there shall be more than one Guarantor, to require Lender to proceed against any other Guarantor or any of the Guarantors in any particular order, (iiiIV) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (right to assert a counterclaim, other than a mandatory or compulsive counterclaim, in any action or proceeding brought against or by Guarantor, (V) any defense that may arise by reason of the full incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons, (VI) any defense based upon an election of remedies by Lender, (VII) any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower, any Tenant, or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower, any Tenant or of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (VIII) any lack of notice of disposition or of manner of disposition of any collateral for the Loan, (IX) any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents, (X) any lack of commercial reasonableness in dealing with the collateral for the Loan, (XI) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of all Obligations)any obligation hereby guaranteed, (ivXII) an assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan, (XIII) any failure modifications of Agent the Loan Documents or any Lender obligation of Borrower relating to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor Loan by operation of law or otherwise, (vi) the avoidance by action of any lien in favor of Agent or any Lender for any reasoncourt, (vii) whether pursuant to the filing of any bankruptcyBankruptcy Code, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof debtor relief law (whether statutory, common law, case law or otherwise) of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assetsjurisdiction whatsoever, now or hereafter in effect, or otherwise, and all other circumstances bearing upon (XIV) the risk of nonpayment benefits of the Obligations and “one action rule” under NRS 40.430, to the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskspermitted in NRS Section 40.495.

Waivers. To Each Guarantor waives, to the maximum extent permitted by applicable law, New Grantor expressly waives for the benefit of the Secured Parties: (a) any and all defenses now right to require the Agent, as a condition of payment or hereafter performance by such Guarantor, to (i) proceed against any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held by any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (iii) except as provided in any Loan Document or Counterparty Agreement, proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Guarantee Party or any other Person, or (iv) pursue any other remedy in the power of any Secured Party; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense (other than the defense of Borrower payment or performance in full) of any Guarantee Party including any defense based on or arising out of the lack of validity or the unenforceability of any of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Guarantee Party from any cause other Obligor than the occurrence of the Termination Date; (c) any defense (other than the defense of payment or performance in full) based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense (other than the defense of payment or performance in full) based upon the Agent’s errors or omissions in the administration of the Guaranteed Obligations; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations evidenced herebyhereunder (other than payment in full of the Guaranteed Obligations), (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights of set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto; (f) except as required by any other Loan Document or the cessation for applicable Counterparty Agreement, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any cause whatsoever action or inaction, including acceptance of this Guaranty, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Loan Party and notices of any of the matters referred to in Sections 3 and 4 herein and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses (other than the defense of payment or performance in full) or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly The Administrative Agent shall be under no duty or obligation whatsoever and Pledgor waives any right to require the Administrative Agent to (i) make or give any presentment, demands for performances, notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Administrative Agent as Collateral, or in connection with any obligation or evidences of indebtedness which constitute in whole or in part the Indebtedness, (ii) proceed against any person or entity, (iii) proceed against or exhaust any collateral in any order and all defenses now in any manner it so elects or hereafter (iv) pursue any other remedy in the Administrative Agent’s power. Pledgor waives any defense arising or asserted by reason of (i) any disability or other defense of Borrower any Debtor or any other Obligor with respect to the obligations evidenced herebyperson, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for from any cause whatsoever of the liability of Borrower any Debtor or any other Obligor person, (other than by reason iii) any lack of validity or enforceability of the full payment and performance Credit Agreement, any other document of all consistence executed in connection herewith or any other agreement or instrument governing or evidencing any Secured Obligations), (iv) the insolvency of any failure of Agent Debtor or any Lender to comply with applicable law in connection with the sale other person or other disposition of any Collateral, (v) any act other circumstance which might otherwise constitute a defense available to, or omission a discharge of, Pledgor. Until the Indebtedness is paid in full, Pledgor waives any right of Agent subrogation, reimbursement, indemnification, and contribution (contractual, statutory or otherwise), including without limitation any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any Lender successor statute, arising from the existence or others that directly performance of this Agreement, and Pledgor waives any right to enforce any remedy which the Administrative Agent now has or indirectly results may hereafter have against any Debtor or against any other person and waives any benefit of and any right to participate in any Collateral or aids security whatsoever now or hereafter held by the discharge Administrative Agent. If Pledgor is not also a Debtor with respect to a specified Indebtedness, Pledgor authorizes the Administrative Agent without notice or release demand and without affecting Pledgor’s liability hereunder, from time to time to: (i) renew, extend, accelerate or otherwise change the time for payment of Borrower, any Obligor or otherwise change the Obligations evidenced hereby terms of the Indebtedness or any security part thereof, including increase or guaranty therefor by operation decrease of law the rate of interest thereon; (ii) take and hold security, other than the Collateral, for the payment of the Indebtedness or otherwiseany part thereof, and exchange, enforce, waive and release the Collateral or any part thereof or any such other security; (viiii) apply the avoidance proceeds of any lien Collateral to the Indebtedness in favor of Agent any order and in any manner it so elects and (iv) release or substitute any Debtor or any Lender for any reasonone or more of them, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, of the endorsers or (viii) any action taken by Agent guarantors of the Indebtedness or any Lender that is authorized by this Section part thereof, or any other provision hereof parties thereto and Pledgor consents to the taking of, or failure to take, any action by the Administrative Agent which might in any manner or to any extent vary the risks of any Loan DocumentPledgor under this Agreement or which, but for this provision, might operate as a discharge of Pledgor. New Grantor assumes all responsibility Pledgor agrees that it is solely responsible for being and keeping itself informed of Borrower’s as to the financial condition of each Debtor and assets, and of all other circumstances bearing which bear upon the risk of nonpayment or the risk of a margin call or liquidation of the Obligations Collateral. Pledgor understands and acknowledges that if the natureAdministrative Agent forecloses judicially or nonjudicially against any real property security for the Indebtedness, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.foreclosure could impair or

Waivers. To the maximum extent permitted by applicable law, New Grantor Guarantor hereby expressly waives (a) diligence, presentment, demand for payment, protest, benefit of any and all defenses now statute of limitations affecting Borrower's liability under the Loan Documents or hereafter arising or asserted by reason the enforcement of this Guaranty; (ib) discharge due to any disability of Borrower; (c) any disability or other defense defenses of Borrower to obligations under the Loan Documents not arising under the express terms of the Loan Documents or any other Obligor with respect from a material breach thereof by Agent which under the law has the effect of discharging Borrower from the Liabilities as to the obligations evidenced hereby, which this Guaranty is sought to be enforced; (iid) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of by Agent or any Lender or others that which directly or indirectly results in or aids the discharge or release of Borrower, Borrower from any Obligor or of the Obligations evidenced hereby or any security or guaranty therefor Liabilities by operation of law or otherwise; (e) all notices whatsoever, including, without limitation, notice of acceptance of this Guaranty and the incurring of the Liabilities; and (vif) any requirement that Agent exhaust any right, power or remedy or proceed against Borrower or any other security for, or any other guarantor of, or any other party liable for, any of the avoidance of Liabilities or any lien in favor of portion thereof. Guarantor specifically agrees that it shall not be necessary or required, and Guarantor shall not be entitled to require, that Agent or any Lender (i) file suit or proceed to assert or obtain a claim for personal judgment against Borrower for the Liabilities; (ii) make any reason, effort at collection or enforcement of the Liabilities from Borrower; (viiiii) the filing of file suit or proceed to obtain or assert a claim for personal judgment against Guarantor or any bankruptcy, reorganization other guarantor or other insolvency proceeding against Borrower party liable for the Liabilities; (iv) make any effort at collection of the Liabilities from any such party; (v) exercise or assert any Obligor, other right or (viii) any action taken by remedy to which Agent or any Lender that is authorized by this Section or may be entitled in connection with the Liabilities or any other provision hereof security or guaranty relating thereto; or (vi) file or assert any claim against assets of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed Borrower before or as a condition of Borrower’s financial condition and assets, and all other circumstances bearing upon enforcing the risk liability of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuarantor under this Guaranty.

Waivers. To The Guarantor expressly waives all rights of setoff and counterclaims, as well as diligence in collection or prosecution, presentment, demand of payment or performance, protest, notice of dishonor, nonpayment or nonperformance of any Obligation. The Guarantor also expressly waives notice of acceptance of this Guaranty, and the maximum extent permitted right to receive all other notices and demands of any kind relating to the Obligations or this Guaranty. The Guarantor agrees that any right of subrogation as to payment or enforcement of any security interest securing the Obligations shall not be enforceable by applicable lawany Guarantor until the Bank is paid in full. In addition to, New Grantor expressly and not in substitution or lieu of, all of the other waivers and releases contained herein from the Guarantor, Guarantor hereby specifically, unconditionally and jointly and severally waives any and all defenses now or hereafter arising or asserted by reason of predicated upon: (i) change of ownership of any disability collateral covered by any mortgage, deed of trust or security agreement or other defense security instrument securing the Obligations; (ii) acquiring additional collateral; (iii) substitution of different collateral in exchange or exchanges for part or parts of any original collateral; (iv) sale or other disposition, either in whole or in part, of any collateral for the Obligations, without notice to the Guarantor unless otherwise required by applicable law; (v) the fact that there may be persons other than the Guarantor solvent and responsible for the payment of the Obligations; (vi) release, death, dissolution, liquidation or termination of the existence of the Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, guarantor; (vii) the filing an election of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, remedies; or (viii) any action taken by Agent other defenses based on suretyship or any Lender that is authorized by this Section or any other provision hereof or impairment of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskscollateral.

Waivers. To The Guarantor hereby irrevocably waives for the maximum extent permitted by applicable law, New Grantor expressly waives benefit of the Beneficiary any and all defenses the Guarantor may now or hereafter have arising or asserted by reason of from (i) the failure of any disability or other defense of Borrower or any other the representations of the Primary Obligor with respect set forth in Section 3(a) of the Master Agreement to the obligations evidenced hereby, be true and correct; (ii) any indulgence, concession, waiver or consent given to the unenforceability Primary Obligor; (iii) any taking, exchange, release, amendment, non-perfection, realization or invalidity application of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of on any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever or guarantee of the liability of Borrower or any other Obligor (other than by reason Primary Obligor’s performance of the full payment and performance of all Obligations), Master Agreement; (iv) any failure defect as to the valid creation or existence of Agent the Primary Obligor or any Lender to comply with applicable law change, restructuring, or termination in connection with or of the sale corporate structure or other disposition existence of any Collateral, the Primary Obligor; (v) any act other rights (whether by counterclaim, setoff, recoupment or omission otherwise) or defenses (including without limitation the defense of Agent fraud or any Lender fraud in the inducement), whether acquired by subrogation, assignment or others otherwise, to the extent that directly such rights and defenses may be available to the Guarantor to avoid payment of its obligations under this Guaranty in accordance with the express provisions of this Guaranty or indirectly results in might otherwise constitute a legal or aids the equitable discharge or release defense of Borrowera surety or guarantor, any Obligor other than (a) a defense based on prior payment or performance of the Obligations evidenced hereby in full or (b) a defense based on the failure of a condition precedent set forth in Section 2(a)(iii) of the Master Agreement to be satisfied in relation to the Obligations. The Beneficiary may at all times agree to amend or modify any obligations of the Primary Obligor under the Master Agreement in accordance with the terms thereof; grant any time or indulgence; abstain from perfecting or enforcing any security or guaranty therefor right which the Beneficiary may now or hereafter have from or against the Primary Obligor; and waive any provision of the Master Agreement in accordance with the terms thereof, without prejudice to this Guarantee and without discharging or in any way affecting the Guarantor’s liability hereunder. Without limitation of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise affected by operation the failure of law the Beneficiary to assert any claim or demand or to enforce any remedy under the Master Agreement, any guarantee or any other agreement or instrument, by any such amendment, waiver or modification of any provision of the Master Agreement or any other agreement or instrument, or by any default, failure or delay, willful or otherwise, (vi) of the avoidance Primary Obligor in the performance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any ObligorObligations, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof act, omission or of delay to do any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon act that may or might in any manner or to any extent vary the risk of nonpayment the Guarantor. The liability of the Obligations Guarantor is not affected by liquidation (which includes without limitation official management, compromise, arrangement, merger, amalgamation, reconstruction, winding-up and dissolution, assignment for the naturebenefit of creditors, scope and extent bankruptcy or any similar procedure) of the risks which New Grantor assumes and incurs hereunderPrimary Obligor, merger or consolidation or the Primary Obligor with another entity or the Primary Obligor dissolving or ceasing to have legal existence for any other reason. No notice to the Guarantor shall be required with respect to entering into new Transactions under the Master Agreement subsequent to the date hereof, and agrees that neither Agent nor any Lender this Guarantee shall have any duty remain in full force and effect irrespective of the term or amount of obligations of the Primary Obligor in relation to advise New Grantor of information known to it regarding such circumstances or risksthe Master Agreement.

Waivers. To The Company and each Subordinated Claimant each hereby waive, to the maximum fullest extent permitted by applicable law, New Grantor expressly waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought, therefor by the Senior Lenders. To the fullest extent permitted by law and except as to any notices specified in this Agreement, notices regarding the intended sale or disposition of any portion of the collateral held by the Senior Lenders, or any notice which may not be waived in accordance with the UCC, the Company and each Subordinated Claimant each hereby further waive: presentment, demand, protest, notice of protest, notice of default or dishonor, notice of payment or nonpayment and any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of Borrower or any other Obligor with respect to the obligations evidenced hereby, (ii) the unenforceability or invalidity notices and demands of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law kind in connection with all negotiable instruments evidencing all or any portion of the sale Senior Indebtedness or the Subordinated Claims to which the Company or the Subordinated Claimants may be a party; prior notice of and consent to any loans made, extensions granted or other disposition action taken in reliance thereon; and all other demands and notices of every kind in connection with this Agreement, the Senior Indebtedness or the Subordinated Claims. Each Subordinated Claimant consents to any Collateralrelease, (v) renewal, extension, compromise or postponement of the time of payment of the Senior Indebtedness, to any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge substitution, exchange or release of Borrowercollateral therefor, any Obligor and to the addition or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance release of any lien in favor of Agent Person primarily or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskssecondarily liable thereon.

Waivers. To Each Guarantor hereby unconditionally and irrevocably waives, to the maximum extent permitted not prohibited by applicable law, New Grantor expressly waives and agrees not to assert, until the Guaranteed Obligations (other than contingent indemnification obligations) shall have been paid in full, any claim, defense (other than defense of payment), setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance and all defenses now protest and notice of protest, (b) any notice of acceptance, (c) any presentment, demand, protest or hereafter further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable, (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising or asserted by reason of (i) any disability or other defense of the Borrower or any other Obligor with respect to the obligations evidenced herebyGuarantor, and (iie) the unenforceability or invalidity benefits of any security statutory or guaranty common law provision limiting the right of Lender to recover a deficiency judgment, or to otherwise proceed, against any Person obligated for the obligations evidenced hereby payment of the Guaranteed Obligations, after any foreclosure or the lack of perfection or continuing perfection or failure of priority trustee’s sale of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever collateral securing payment of the liability Guaranteed Obligations, including the benefits, if any, of Arizona Revised Statutes Section 33-814. Each Guarantor further unconditionally and irrevocably agrees, until the Guaranteed Obligations (other than contingent indemnification obligations) shall have been paid in full, not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any other Obligor Guarantor by reason of any Loan Document or any payment made thereunder, (y) assert any claim, defense, setoff or counterclaim it may have against any other Credit Party or set off any of its obligations to such other Credit Party against obligations of such Credit Party to such Guarantor, or (z) assert any and all rights, benefits and defenses which might otherwise be available under the provisions of Arizona Revised Statutes Sections 12-1641, 121642,44-141, 44-142 or 47-3605, or Arizona Rules of Civil Procedure Rule 17(f), or any other applicable statutes, rules or common law principles or provisions which might operate to limit Guarantor’s liability under, or the enforcement of, this Guaranty. No obligation of any Guarantor hereunder shall be discharged other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or riskscomplete performance.

Waivers. To Each Indemnitor hereby (i) waives and relinquishes all rights and remedies accorded by applicable law to indemnitors and guarantors and (ii) waives notice of acceptance of this Agreement and notice of any liability to which it may apply, and waives diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment or notice of any kind in connection with this Agreement. Each Indemnitor further waives, to the maximum extent permitted by applicable law, New Grantor expressly waives (a) any defense based upon an election of remedies (including, if available, an election to proceed by non-judicial foreclosure) by Lender, (b) any rights or defenses created by any anti-deficiency statutes applicable to the Loan, (c) any right to require Lender to marshal assets or proceed against or exhaust its recourse against Borrower, any other Indemnitor or other Obligated Party or any security for the Indemnified Losses or to pursue any other remedy before being entitled to payment from Indemnitors or before proceeding against any Indemnitor for payment and all defenses now performance of the Indemnified Losses, (d) the defense of the statute of limitation in any action hereunder or hereafter arising for the collection or asserted the performance of the Indemnified Losses, (e) any defense that may arise by reason of (i) any the incapacity, lack of authority, death or disability or other defense of Borrower or any partner thereof, any Indemnitor, or any other Obligor with respect to the obligations evidenced herebyPerson, (ii) the unenforceability revocation or invalidity repudiation hereof by any Indemnitor, or the revocation or repudiation of any security of the Loan Documents by Borrower or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyother Person, (iii) the cessation for any cause whatsoever failure of Lender to file or enforce a claim against the liability of Borrower estate (either in administration, bankruptcy or any other Obligor (proceeding) of any other than by reason of the full payment and performance of all Obligations)Indemnitor or any other Person, (iv) any failure the unenforceability in whole or in part of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any CollateralLoan Documents, (v) Lender's election, in any act proceeding instituted under the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code, or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) any borrowing or grant of a security interest under Section 364 of the avoidance United States Bankruptcy Code, (f) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against or by Lender, and (g) all homestead exemption rights against the obligations hereunder; it being the intention hereof that each Indemnitor shall remain liable as principal, to the extent set forth herein, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksIndemnitor.

Waivers. To (a) The Guarantor hereby irrevocably waives, to the maximum fullest extent permitted by applicable law, New Grantor expressly waives the right to assert as a defense in any and all defenses now suit by the Holder seeking payment by the Guarantor of amounts due hereunder, any of the issues, events, actions or hereafter arising circumstances set forth in Section 3 hereof; provided, however, that such waiver shall not in any way limit or asserted bar the ability of the Guarantor or the Issuer to assert such issue, event, action or circumstance as a counterclaim in any such suit; provided, however, that the Guarantor shall not be permitted to assert such counterclaim if the claim has been finally resolved on the merits in favor of the Holder in a prior suit by reason the Holder against the Issuer. The Guarantor further irrevocably waives, to the fullest extent permitted by applicable law, promptness, diligence, presentment, demand of (i) any disability payment, filing of claims with a court in the event of receivership or other defense bankruptcy of Borrower the Issuer, protest or any other Obligor notice with respect to the Obligations; all presentments, demands for performance, notices of nonperformance, notices of nonpayment, notices of default, protests, notices of dishonor, notices of acceptance of this Guaranty and proof of reliance hereon, and any other notice with respect to any Obligations and this Guaranty; the benefits of all statutes of limitation; except as provided in the proviso to Section 2 hereof, any requirement that any Holder or any other Person protect, secure, perfect or insure any lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral in connection with the Obligations; any duty on the part of any Holder to disclose to the Company any matter, fact or thing relating to the business, operation or condition of any person and its assets now known or hereinafter known by such Holder; any rights by which it might be entitled to require suit on an accrued right of action in respect of any of the Obligations or require suit against the Issuer or the Guarantor or any other Person; and all other demands whatsoever (and shall not require that the same be made on the Issuer as a condition precedent to the Guarantor’s obligations evidenced herebyhereunder) other than demand for payment and performance by the Guarantor hereunder, (ii) and covenants that this Guaranty will not be discharged, except by complete payment of the unenforceability Obligations. The Guarantor further waives all notices of the existence, creation or invalidity incurring of new or additional indebtedness of the Issuer, arising either from additional loans extended to the Issuer or otherwise, and also waives all notices that the principal amount, or any portion thereof, and/or any interest on any instrument or document evidencing all or any part of the Obligations is due, notices of any and all proceedings to collect from the maker, any endorser or any other guarantor of all or any part of the Obligations, or from any other Person, and, to the fullest extent permitted by law, notices of exchange, sale, surrender or other handling of any security or guaranty for collateral given to the obligations evidenced hereby Holder to secure payment of all or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever part of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. The Borrower and the Creditor each hereby waives ------- any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by the Lender. To the maximum fullest extent permitted by applicable law, New Grantor expressly waives the Borrower and the Creditor each hereby further waives: (a) presentment, demand, protest, notice of protest, notice of default or dishonor, notice of payment or nonpayment and any and all defenses other notices and demands of any kind in connection with all negotiable instruments evidencing all or any portion of the Senior Debt or the Subordinated Debt to which the Borrower or the Creditor may be a party; (b) the right to require the Lender to marshal any securities, or to enforce any Lien the Lender may now or hereafter arising have in any collateral securing the Senior Debt or asserted to pursue any claim it may have against any guarantor of the Senior Debt, as a condition to the Lender's entitlement to receive any payment on account of the Subordinated Debt; (c) notice of the acceptance of this Agreement by reason the Lender; (d) notice of any loans made, extensions granted or other action taken in reliance hereon; and (e) all other demands and notices of every kind in connection with this Agreement, the Senior Debt or the Subordinated Debt except for demands and notices expressly required under this Agreement or under any instrument or document evidencing any of the Senior Debt or the Subordinated Debt. The Lender may, at any time and from time to time, without the consent of or notice to the Creditor and without incurring any responsibility or liability to the Creditor and without impairing or releasing the obligations of the Creditor hereunder: (i) change the manner, place or terms of payment or change or extend the time of payment of or renew or alter the Senior Debt or any disability portion thereof; (ii) sell, exchange, release or other defense of Borrower otherwise deal with any collateral or any other Obligor with respect property by whomsoever at any time pledged or mortgaged to secure, or however securing, the obligations evidenced hereby, (ii) the unenforceability Senior Debt or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, portion thereof; (iii) release any Person liable in any manner for the cessation for any cause whatsoever payment or collection of the liability of Borrower Senior Debt or any other Obligor (other than by reason of the full payment and performance of all Obligations), portion thereof; (iv) exercise or refrain from exercising any failure of Agent or any Lender to comply with applicable law in connection with rights against the sale or other disposition of any Collateral, Borrower and others; and (v) apply any act sums by whomsoever paid or omission of Agent however realized to the Senior Debt or any portion thereof in any order as the Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksmay determine.

Waivers. To Guarantor waives (a) any right to revoke this Guaranty with respect to future Guaranteed Obligations; (b) any right to require Lender to do any of the maximum extent permitted by applicable law, New Grantor expressly waives any and all defenses now following before Guarantor is obligated to pay the Guaranteed Obligations or hereafter arising or asserted by reason of before Lender may proceed against Guarantor: (i) xxx or exhaust remedies against Debtor and other guarantors or obligors, (ii) xxx on an accrued right of action in respect of any disability of the Guaranteed Obligations or bring any other action, exercise any other right, or exhaust all other remedies, or (iii) enforce rights against Debtor’s assets or the collateral pledged by Debtor to secure the Guaranteed Obligations; (c) any right relating to the timing, manner, or conduct of Lender’s enforcement of rights against Debtor’s assets or the collateral pledged by Debtor to secure the Guaranteed Obligations; (d) if Guarantor and Debtor (or a third-party) have each pledged assets to secure the Guaranteed Obligations, any right to require Lender to proceed first against the other collateral before proceeding against collateral pledged by Guarantor; (e) except as expressly required hereby, promptness, diligence, notice of any default under the Guaranteed Obligations, notice of acceleration or intent to accelerate, demand for payment, notice of acceptance of this Guaranty, presentment, notice of protest, notice of dishonor, notice of the incurring by Debtor of additional indebtedness, notice of any suit or other defense of Borrower action by Lender against Debtor or any other Obligor Person, any notice to any party liable for the obligation which is the subject of the suit or action, and all other notices and demands with respect to the obligations evidenced herebyGuaranteed Obligations and this Guaranty; (f) each of the foregoing rights or defenses regardless whether they arise under (i) Chapter 43 or Section 17.001 of the Texas Civil Practice and Remedies Code, as amended, (ii) Rule 31 of the unenforceability Texas Rules of Civil Procedure, as amended, or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for common law, in equity, under contract, by statute, or otherwise; and (g) any cause whatsoever and all rights under Sections 51.003, 51.004 and 51.005 of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)Texas Property Code, (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksas amended.

Waivers. To Guarantor waives, for the maximum extent permitted benefit of Beneficiaries: (a) any right to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by applicable lawGuarantor, New Grantor expressly waives to (i) proceed against Company, any and all defenses now other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from Company, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of Borrower Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of any agreement or instrument relating to the Guarantied Obligations or by reason of the cessation of the liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Partys or any other Obligor Beneficiarys errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of Guarantors obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting Guarantors liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the cessation for Purchase Agreement, or any cause whatsoever agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations)exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly waives any Debtors and all defenses others who now or hereafter arising or asserted by reason of (i) may at any disability or other defense of Borrower time become liable for all or any other Obligor with respect to part of the obligations evidenced hereby, expressly agree hereby to be jointly and severally bound, and jointly and severally: (i) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (ii) waive any and all notices in connection with the unenforceability delivery and acceptance hereof and all other notices in connection with the performance, default, or invalidity enforcement of the payment hereof or hereunder, including notice of intent to accelerate; (iii) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (iv) agree that the liability of each Debtor, any Guarantor, endorser or obligor shall be unconditional, joint and several and subject to no defenses or offset rights against any Landlord Party, and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by the Landlord Parties to any of them with respect hereto; (v) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Landlord Parties with respect to the payment or other provisions hereof, and to the release of any security or guaranty at any time given for the obligations evidenced hereby payment hereof, or any part thereof, with or without substitution, and to the lack of perfection or continuing perfection or failure of priority release of any person or entity liable for the payment hereof; and (vi) consent to the addition of any and all other makers, endorsers, Guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such makers, endorsers, Guarantors or other obligors, or security shall not affect the liability of any Debtor, any Guarantor and all others now liable for all or any part of the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. To Each Borrower waives, for the maximum extent permitted benefit of each Agent and each Lender: (i) any right to require the any Agent or any Lender, as a condition of payment or performance by applicable lawsuch Borrower, New Grantor expressly waives to (A) proceed against the other Borrower or any and all defenses now other Person, (B) proceed against or hereafter exhaust any security held from the other Borrower or any other Person, (C) proceed against or have resort to any balance of any deposit account or credit on the books of the any Agent or any Lender in favor of the other Borrower or any other Person, or (D) pursue any other remedy in the power of any Agent or any Lender; (ii) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of the other Borrower including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the other Borrower from any cause other than payment in full of the Obligations; (iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Agent's or any Lender's errors or omissions in the administration of the Obligations, except behavior that amounts to gross negligence or willful misconduct; (v) (A) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Section 2.25 and any legal or equitable discharge of such Borrower's obligations hereunder, (B) the benefit of any statute of limitations affecting such Borrower's liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that the any Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto; (vi) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Section 2.25, notices of default under this Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the other Borrower and notices of any of the matters referred to in Sections 2.24(d) and (e) and any right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Section 2.25. As used in this paragraph, any reference to "the principal" includes each Borrower and any reference to "the creditor" includes each Agent and each of the Lenders. In accordance with Section 2856 of the California Civil Code each Borrower waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including any and all rights or defenses such Borrower may have because the Obligations are secured by real property or by reason of protection afforded to the principal with respect to any of the Obligations, or to any other guarantor of any of the Obligations with respect to any of such guarantor's obligations under its guaranty, in either case pursuant to the antideficiency or other laws of the State of California limiting or discharging the principal's indebtedness or such guarantor's obligations, including Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Consequently, among other things: (1) the creditor may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (x) the amount of the Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (y) the creditor may collect from such Borrower even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the principal. This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by real property. Each Borrower also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for an Obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any other guarantor of any of the Obligations, has destroyed such Borrower's rights of contribution against such other Borrower or any other Obligor with respect to guarantor. No other provision of this Section 2.25 shall be construed as limiting the obligations evidenced hereby, (ii) the unenforceability or invalidity generality of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Obligor (other than by reason of the full payment covenants and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law waivers set forth in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksparagraph.

Waivers. To Without limiting any other provision hereof, to the maximum fullest extent permitted by applicable law, New Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of OneMain Financial hereby waives: (i) any disability defense arising by reason of any invalidity or other defense unenforceability of Borrower any Subservicer’s or the OneMain Successor Servicer’s obligations in respect of the Sale and Servicing Agreement or any other Obligor with Transaction Document or any other Seller’s obligations in respect to of the obligations evidenced hereby, (ii) the unenforceability Purchase Agreement or invalidity of any security or guaranty for the obligations evidenced hereby other Transaction Document or the lack OneMain Successor Administrator’s obligations in respect of perfection the Administration Agreement or continuing perfection any other Transaction Document, as applicable, and the Transaction Documents, any manner in which any Beneficiary has exercised (or failure of priority of not exercised) its rights and remedies under the Sale and Servicing Agreement, the Purchase Agreement, the Administration Agreement or the other Transaction Documents, or any security for the obligations evidenced hereby, (iii) the cessation for from any cause whatsoever of the liability of Borrower any Subservicer, any other Seller, the OneMain Successor Servicer or the OneMain Successor Administrator or any other Obligor obligor, guarantor or Person; (ii) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of default, notices of dishonor, notice of incurrence of any Obligation, notices of acceptance of the Sale and Servicing Agreement, the Purchase Agreement, the Administration Agreement or the other Transaction Documents or any other notice with respect to the Obligations and this Support Agreement (other than by reason of the full demand for payment and or performance of all ObligationsObligations by a Beneficiary), ; (iii) any release of any collateral security provided under the Indenture or other Transaction Documents; (iv) notice of any failure of Agent indulgences, extensions, consents or waivers given to any Subservicer, any other Seller, the OneMain Successor Servicer or the OneMain Successor Administrator or any Lender to comply with applicable law in connection with other obligor, guarantor or Person, notice of the sale occurrence of any potential default, early amortization event, Servicer Default, Event of Default or Early Amortization Event (or the like) under the Indenture or under any of the other Transaction Documents, or other disposition notice of any Collateral, kind whatsoever; (v) any act right or omission claim of Agent right to cause any Beneficiary to proceed against any Subservicer, any other Seller, the OneMain Successor Servicer or the OneMain Successor Administrator or any Lender other obligor, guarantor or others that directly Person in any particular order, to proceed against or indirectly results in exhaust any collateral security held by any Beneficiary at any time or aids the discharge to pursue any other right or release of Borrower, remedy whatsoever at any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, time; (vi) any requirement of diligence or promptness on any Beneficiary’s part in (X) making any claim or demand on or commencing suit against any Subservicer, any other Seller, the avoidance of any lien in favor of Agent OneMain Successor Servicer or the OneMain Successor Administrator or any Lender for other obligor, guarantor or Person, and (Y) otherwise enforcing any reasonBeneficiary’s rights in respect of the Sale and Servicing Agreement, the Purchase Agreement, the Administration Agreement or any of the other Transaction Documents; and (vii) the filing any duty of any bankruptcyBeneficiary to advise OneMain Financial of any information known to any Beneficiary regarding the financial condition of any Subservicer, reorganization any other Seller, the OneMain Successor Servicer or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section the OneMain Successor Administrator or any other provision hereof or of any Loan Document. New Grantor circumstance, it being agreed that OneMain Financial assumes all responsibility for being and keeping itself informed of Borrowersuch condition or any such circumstance. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, OneMain Financial specifically waives all defenses that it may have based upon any election of remedies by any Beneficiary which destroys OneMain Financial’s financial condition and assetsrights to proceed against any Subservicer, any other Seller, the OneMain Successor Servicer or the OneMain Successor Administrator or any other obligor, guarantor or Person for reimbursement, contribution or otherwise, including any loss of rights that it may suffer by reason of any rights, powers, remedies or defenses of any Subservicer, any other Seller, the OneMain Successor Servicer or the OneMain Successor Administrator in connection with any laws limiting, qualifying or discharging indebtedness of or remedies against any Subservicer, any other Seller, the OneMain Successor Servicer or the OneMain Successor Administrator, and all other circumstances bearing upon the risk of nonpayment OneMain Financial hereby agrees not to exercise or pursue, so long as any of the Obligations and remain unsatisfied, any right to reimbursement, subrogation, or contribution from any Subservicer, any other Seller, the nature, scope and extent OneMain Successor Servicer or the OneMain Successor Administrator in respect of payments hereunder. No failure on the part of the risks which New Grantor assumes and incurs hereunderIndenture Trustee (on behalf of itself or the other Beneficiaries) to exercise, and agrees that neither Agent no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any Lender shall have single or partial exercise of any duty to advise New Grantor right hereunder preclude any other or further exercise thereof, or the exercise of information known to it regarding such circumstances any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by contract or risksby law.

Waivers. To the maximum extent permitted by applicable lawThe Manager hereby waives, New Grantor expressly waives and agrees not to assert (a) ------- any and all defenses right, now or hereafter arising existing, to require the Trustee to proceed against or asserted exhaust any collateral at any time securing the Senior Debt, or to marshal any assets in favor of the Manager or any other holder of any Management Fees; (b) any notice of the incurrence of Senior Debt, it being understood advances may be made under the Indenture, or any other agreement, document or instrument now or hereafter relating to the Senior Debt, without notice to or authorization of the Manager in reliance upon these subordination provisions. It is not the intent of this Agreement to cause the Manager to become a surety. However, in the event this Agreement may cause the Manager to be deemed a surety, the following provisions apply; provided, however, that nothing -------- ------- contained herein shall be deemed to be a guarantee by the obligor of any obligations for the payment of principal and interest of the Issuers under the Notes. The Manager hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties or guarantors and agrees not to assert or take advantage of any such rights or remedies, including, without limitation, (a) any right to require the Trustee or any of the Holders (each a "Benefitted Party") to proceed against the Company or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in the power of a Benefitted Party before proceeding against the Manager with respect to the Management Fees or other Person, (b) the defense of the statute of limitations in any action with respect to the Management Fees hereunder or in any action for the collection or performance of the obligations owing on account of the Senior Debt, (c) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any Person or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any Person, (d) appraisal, valuation, stay, extension, marshalling of assets, redemption, exemption, demand, presentment, protest and notice of any kind, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of a Benefitted Party, the Company, any endorser, guarantor or creditor of the Company or on the part of any Person under this or any other instrument or document in connection with any obligation or evidence of indebtedness held by a Benefitted Party as collateral or in connection with the Senior Debt, (e) any defense based upon an election of remedies by a Benefitted Party, including, without limitation, an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of the Manager, the right of the Manager to proceed against the Company or any other Person for reimbursement, or both, (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (g) any duty on the part of a Benefitted Party to disclose to the Manager any facts a Benefitted Party may now or hereafter know about the Company or any other Person, regardless of whether a Benefitted Party has reason to believe that any such facts materially increase the risk beyond that which the Manager intends to assume, or has reason to believe that such facts are unknown to the Manager, or has a reasonable opportunity to communicate such facts to the Manager, because the Manager acknowledges that the Manager is fully responsible for being and keeping informed of the financial condition of the Company of any other Person and of all circumstances bearing on the risk of non-payment of any Senior Debt, (h) any defense arising because of the election of a Benefitted Party, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code, (i) any disability defense based upon any borrowing or grant of a security interest under Section 364 of the Federal Bankruptcy Code, (j) any claim or other defense of Borrower rights which it may now or hereafter acquire against the Company or any other Obligor with respect Person that arises from the existence of performance obligations under the Indenture, the Notes or any Collateral Document, including, without limitation, any right of subrogation, reimbursement. Notwithstanding the foregoing, nothing in this Section 8 shall be --------- deemed to impair the rights otherwise expressly given to the obligations evidenced hereby, (ii) the unenforceability or invalidity of Manager in any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower Transaction Documents. No failure or delay on the Trustee's part in exercising any power, right or privilege under this Agreement shall impair or waive any such power, right or privilege. The Manager acknowledges and agrees that any nonrecourse or exculpation provided for in the Indenture, the Notes or any other Obligor (other than by reason of the full payment and performance of all Obligations)Collateral Document, (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof of this Indenture, the Notes or of any Loan Collateral Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon limiting the risk of nonpayment of Benefitted Parties' recourse to specific collateral, or limiting the Obligations and Benefitted Parties' right to enforce a deficiency judgment against the natureCompany, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have absolutely no application to the Manager's or the Company's liability under the Indenture, the Notes or any duty to advise New Grantor of information known to it regarding such circumstances or risksCollateral Documents.

Waivers. To Each Guarantor knowingly, voluntarily, intentionally and irrevocably waives, without any notice, each act and other thing upon which, but for such waiver, any obligation of such Guarantor pursuant to this Agreement or any right, remedy or power of the maximum extent permitted by applicable law, New Grantor expressly waives any and all defenses now Beneficiary pursuant to this Agreement or hereafter arising or asserted by reason accruing as a result of this Agreement would or might be conditioned. Without limiting the generality of the preceding sentence, no such obligation, right, remedy or power shall be conditioned upon, and such waiver shall apply to, (i) the acceptance of this Agreement by the Beneficiary or any disability lack or other defense insufficiency of Borrower or any other Obligor with respect to the obligations evidenced herebyconsideration for this Agreement, (ii) any demand upon or presentment or protest to any Guarantor, PNG or any Other Obligor or other Person (including, but not limited to, any such demand for the unenforceability or invalidity payment of any security or guaranty for of the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyObligations), (iii) the cessation for any cause whatsoever exercise of any right, remedy or power of the liability of Borrower Beneficiary or any other Obligor (other than by reason Person, whether relating to any of the full payment and performance of all Obligations)Obligations or any Collateral, against any Guarantor, PNG any Other Obligor or other Person or otherwise, (iv) any failure of Agent notice to any Guarantor, PNG or any Lender to comply with applicable law in connection with the sale Other Obligor or other disposition Person of the acceptance of this Agreement by the Beneficiary, any incurring or nonpayment of any of the Obligations, any occurrence or existence of any event or condition of default relating to any of the Obligations or any Collateral, any demand for the payment or acceleration of the maturity of any of the Obligations, any decrease in the value of any Collateral, any exercise of any right, remedy or power of the Beneficiary or any other Person, whether relating to any of the Obligations or any Collateral, against any Guarantor, PNG or any Other Obligor or other Person or otherwise, any action taken or not taken by the Beneficiary or any other Person or any other matter, (v) any act defense or omission benefit that would or might, but for such waiver, be available to any Guarantor as a surety (including, but not limited to, any defense based upon the principle that the obligation of Agent a surety may not exceed or otherwise be more burdensome than that of any Person for whom or which such surety acts as a surety), as a result of any right of setoff, as a result of the application of any anti-deficiency statute, single form of action rule, statute or rule relating to the marshalling of collateral or similar statute or rule or as a result of any election of any right, remedy or power by the Beneficiary or any Lender other Person that would or others that directly might impair or indirectly results in otherwise adversely affect any right of subrogation, reimbursement, indemnification or aids the discharge contribution, or release of Borrowerany similar right, against PNG, any other Guarantor or any Other Obligor in connection with this Agreement or any of the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance any right to terminate this Agreement except as provided in Section 6 of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksAgreement.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly Guarantor hereby waives any notice of and all defenses now or hereafter arising or asserted by reason of consents to (i) all of the provisions of the Loan, and any disability or other defense of Borrower or amendments, qualifications and extensions thereof, and any other Obligor with respect to the obligations evidenced herebyactions taken thereunder, and (ii) execution by Borrower of the unenforceability or invalidity foregoing documents and of any security other agreements, documents and instruments executed by Borrower in connection therewith. Guarantor further waives notice of KCL's acceptance of this Guaranty, of any default and non-payment and/or non-performance by Borrower under the Loan, of presentment, protest and demand, and of an other matters to which Guarantor might otherwise be entitled. Guarantor further agrees that this Guaranty shall remain and continue in full force and effect notwithstanding any renewal, modification or guaranty extension of the term of the Loan or of the terms and conditions of the Loan. Guarantor hereby expressly waives all notice of and consents to any such renewal, modification or extension, and to the execution by Borrower of any documents pertaining to any such renewal, modification or extension. Guarantor further agrees that Guarantor's liability under this Guaranty shall be absolute, primary and direct, and that KCL shall not be required to pursue any right or remedy it may have against Borrower under the Loan or otherwise (and shall not be required first to commence any action or obtain any judgment against Borrower) before enforcing this Guaranty against Guarantor. Guarantor hereby agrees that the failure of KCL to insist in any one or more instances upon a strict performance or observance of any of the terms, provisions or covenants of the Loan, or to exercise any of its rights thereunder, shall not be construed or deemed to be a waiver or relinquishment for the obligations evidenced hereby future of any such terms, provisions, covenants or the lack of perfection or continuing perfection rights, but such terms, provisions, covenants and rights shall continue and remain in full force and effect and shall be enforceable under this Guaranty. No delay or failure by KCL to exercise any right or remedy against any Other Guarantor will be construed as a waiver of priority that right or remedy or as a waiver of any security for right or remedy against Guarantor. All remedies of KCL against the obligations evidenced herebyBorrower, (iii) Guarantor and the cessation for Other Guarantors are cumulative. Receipt by KCL of any cause whatsoever payments or other sums payable under the Loan with knowledge that Borrower has breached any of the liability of Borrower terms, provisions or any other Obligor (other than by reason covenants of the full payment and performance Loan shall not be deemed to be a waiver by KCL of all Obligations)such breach, (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale a release or other disposition relinquishment of any Collateral, (v) any act claim for future performance under the Loan or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly each Guarantor hereby waives and agrees not to assert or take advantage of: (a) any and all defenses now or hereafter arising or asserted defense that may arise by reason of the incapacity, lack of authority, death, bankruptcy, insolvency or disability of the maker of the Note or any other person obligated under the Loan Documents, or the failure of Lender to file or enforce a claim against the estate (ieither in administration, bankruptcy, or any other proceeding) of the maker of the Note or any other person obligated under the Loan Documents; (b) any disability defense based upon an election of remedies by Lender which destroys or other otherwise impairs any subrogation rights of any Guarantor or the right of any Guarantor to proceed against the maker of the Note for reimbursement; (c) any defense based upon the failure of Borrower or any other Obligor person or entity obligated under the Loan Documents to take any action or refrain from action; (d) any duty on the part of Lender to disclose to any Guarantor any facts it may now or hereafter know; (e) acceptance or notice of acceptance of this Guaranty; (f) notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed; (g) protest and notice of dishonor or of default to any Guarantor or to any other party with respect to the indebtedness or performance of obligations evidenced hereby, hereby guaranteed; (iih) the invalidity or unenforceability or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of Borrower Note or any other Obligor Loan Documents; (i) any defense (other than by reason of the full payment payment) that Guarantor may or might have relating to its undertakings, liabilities and performance of all Obligations), obligations hereunder; or (ivj) any failure defense which may arise under the Equal Credit Xxxxxxxxxxx Xxx, 00 X.X.X. §0000, et seq. To the maximum extent permitted by law, all laws exempting real or personal property from execution are hereby waived, and no benefit of Agent exemption will be claimed under or by virtue of any Lender to comply with applicable exemption law in connection with force or which hereafter may be passed. Without in any way limiting the sale or other disposition of foregoing, to the maximum extent permitted by applicable law, each Guarantor hereby waives any Collateral, (v) defense based upon any act or omission of Agent Lender (except acts and omissions in bad faith, gross negligence or any Lender or others that directly or indirectly results in or aids willful misconduct) which may be deemed to change the discharge or release scope of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuarantors’ risk.

Waivers. To the maximum extent permitted by applicable law, New Grantor expressly Lender shall be under no duty or obligation whatsoever and Pledgor waives any right to require Lender to (i) make or give any presentment, demands for performances, notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by Lender as Collateral, or in connection with any obligation or evidences of indebtedness which constitute in whole or in part the Indebtedness, (ii) proceed against any person or entity, (iii) proceed against or exhaust any collateral, or (iv) pursue any other remedy in Lender’s power; and all defenses now or hereafter Pledgor waives any defense arising or asserted by reason of (i) any disability or other defense of Borrower Debtor or any other Obligor with respect to the obligations evidenced herebyperson, (ii) the unenforceability or invalidity by reason of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for from any cause whatsoever of the liability of Borrower Debtor or any other Obligor person. Until the Indebtedness is paid in full, Pledgor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory or otherwise), including without limitation any claim or right of subrogation under the bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, arising from the existence or performance of this Agreement, and Pledgor waives any right to enforce any remedy which Lender now has or may hereafter have against Debtor or against any other person and waives any benefit of and any right to participate in any Collateral or security whatsoever now or hereafter held by Lender. If Pledgor is not also a Debtor with respect to a specified Indebtedness, Pledgor authorizes Lender without notice or demand and without affecting Pledgor’s liability hereunder, from time to time to: (i) renew, extend, accelerate or otherwise change the time for payment of or otherwise change the terms of the Indebtedness or any part thereof, including increase or decrease of the rate of interest thereon; (ii) take and hold security, other than by reason the Collateral, for the payment of the full payment and performance of all Obligations), (iv) any failure of Agent Indebtedness or any Lender to comply with applicable law in connection with part thereof, and exchange, enforce, waive and release the sale or other disposition of any Collateral, (v) any act or omission of Agent Collateral or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby part thereof or any security such other security; and (iii) release or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent substitute Debtor or any Lender for any reasonone or more of them, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, of the endorsers or (viii) any action taken by Agent guarantors of the Indebtedness or any Lender that is authorized by this Section part thereof, or any other provision hereof parties thereto and Pledgor consents to the taking of, or failure to take, any action by Lender which might in any manner or to any extent vary the risks of any Loan DocumentPledgor under this Agreement or which, but for this provision, might operate as a discharge of Pledgor. New Grantor assumes all responsibility Pledgor agrees that it is solely responsible for being and keeping itself informed of Borrower’s as to the financial condition of Debtor and assets, and of all other circumstances bearing which bear upon the risk of nonpayment or the risk of a margin call or liquidation of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksCollateral.

Waivers. To The Guarantor hereby waives, to the maximum extent permitted by applicable law, New Grantor expressly waives any and all defenses now available to guarantors, sureties and other secondary parties at law or hereafter arising or asserted by reason of in equity, including, without limitation, (i) notice of acceptance of this Guarantee by the Holders and any disability and all notices and demands of every kind which may be required to be given by any statute, rule or other defense of Borrower or any other Obligor with respect to the obligations evidenced herebylaw, (ii) any defense, right of set-off or other claim which the unenforceability Guarantor may have against the Company or invalidity of any security or guaranty for which the obligations evidenced hereby Guarantor or the lack of perfection or continuing perfection or failure of priority of any security for Company may have against the obligations evidenced herebyHolders, (iii) presentment for payment, demand for payment, notice of nonpayment or dishonor, notice of default or event of default under the cessation applicable Warrant Agreement, protest and notice of protest, diligence or promptness in collection or enforcement and any and all formalities which otherwise might be legally required to charge the Guarantor with liability, except for any cause whatsoever of the liability of Borrower demands or any other Obligor (other than by reason of the full payment and performance of all Obligations)notices expressly provided for herein, (iv) any failure of Agent or any Lender by the Holders to comply with applicable law in connection with inform the sale or other disposition Guarantor of any Collateralfacts the Holders may now or hereafter know about the Company, the Securities or the transactions contemplated by the Warrant Agreements, it being understood and agreed that the Holders have no duty to so inform the Guarantor and that the Guarantor is fully responsible for being and remaining informed by the Company of all circumstances bearing on the existence or creation, or the risk of nonpayment or nonperformance of the Guaranteed Obligations and (v) any act or omission and all right to cause a marshalling of Agent or any Lender or others that directly or indirectly results in or aids assets of the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section Company or any other provision hereof action by any court or governmental body with respect thereto. No modification or waiver of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing the provisions of this Guarantee shall be binding upon the risk of nonpayment Holders except as expressly set forth in a writing duly signed and delivered on behalf of the Obligations Holders; provided, however, the Company, the Guarantor and [_________________] may amend this Guarantee to cure any ambiguity, defect or inconsistency herein, provided no such action shall adversely affect the nature, scope and extent rights of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksHolder.

Waivers. To Each Subsidiary Guarantor waives, for the maximum extent permitted benefit of the Guarantied Party: (a) any right to require the Guarantied Party, as a condition of payment or performance by applicable lawsuch Subsidiary Guarantor, New Grantor expressly waives to (i) proceed against the Borrower, any and all defenses now other Credit Party, any other guarantor of the Guarantied Obligations or hereafter any other Person, (ii) proceed against or exhaust any security held from the Borrower, any other Credit Party, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Guarantied Party in favor of the Borrower, any other Credit Party, any other guarantor of the Guarantied Obligations or any other Person, or (iv) pursue any other remedy in the power of the Guarantied Party; (b) any defense arising or asserted by reason of (i) the incapacity, lack of authority or any disability or other defense of the Borrower or any other Obligor Credit Party, including any defense based on or arising out of the lack of validity or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Credit Party, as applicable, from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Guarantied Party’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with respect to the terms of this Guaranty and any legal or equitable discharge of such Subsidiary Guarantor’s obligations evidenced herebyhereunder, (ii) the unenforceability or invalidity benefit of any security or guaranty for the obligations evidenced hereby statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced herebyenforcement hereof, (iii) any rights to setoffs, recoupments and counterclaims, and (iv) promptness, diligence, and any requirement that the cessation for Guarantied Party protect, secure, perfect or insure any cause whatsoever Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor, and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the Credit Agreement or any agreement or instrument related thereto, notices of default or early termination under any Secured Hedge Agreement, notices of default under any Secured Cash Management Agreement, notices of any renewal, extension or modification of the liability Guarantied Obligations or any agreement or instrument related thereto, notices of any extension of credit to the Borrower or any other Obligor (other than by reason Credit Party, and notices of any of the full payment matters referred to in Sections 3 and performance 4, and any right to consent to any thereof; and (g) to the fullest extent permitted by Applicable Law, any defenses or benefits that may be derived from or afforded by law which limit the liability of all Obligations)or exonerate guarantors or sureties, (iv) any failure of Agent or any Lender to comply with applicable law in connection which may conflict with the sale or other disposition terms of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To The Guarantor unconditionally waives, to the maximum fullest extent permitted by applicable law, New Grantor expressly waives (a) notice of acceptance of this Guaranty and notice of any of the matters referred to in Section 2 above, (b) all notices which may be required by statute, rule of law or otherwise to preserve intact any rights of the Seller, including without limitation the presentment to or demand of payment from anyone whomsoever may be liable upon any of the Obligations, including presentment, demand, protest, proof of notice or notice of dishonor, and all other notices whatsoever, (c) any right to the enforcement, assertion or exercise by the Seller of any right, power, privilege or remedy conferred under the Purchase Agreement or any Other Transaction Document, (d) all defenses now based upon diligence, (e) any right to require the Seller or hereafter arising or asserted by reason of any other person to (i) proceed against or exhaust any disability or other defense of Borrower or any other Obligor with respect to remedy against the obligations evidenced herebyPurchaser, (ii) pursue any other remedy in the unenforceability Seller's power or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) proceed against any other person who may be liable to the cessation Seller for any cause whatsoever of the liability of Borrower Obligations in whole or in part, (f) any right that any action or other proceeding be brought against the Purchaser or any other Obligor person or that any other remedy be exercised against the Purchaser or any other person, or (g) any other circumstance that might otherwise constitute a defense available to the Guarantor or a discharge of the Guarantor other than any defense that could be raised by reason the Purchaser to the payment or performance of the full payment and performance underlying Obligation, but excluding any defense based on any event of all Obligations)bankruptcy, (iv) any failure insolvency, reorganization, assignment for the benefit of Agent or any Lender to comply with applicable law in connection with the sale creditors, moratorium or other disposition of similar event, circumstance or condition affecting the Purchaser. The Guarantor further waives any Collateralright it has or that may be conferred upon it, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrowerby statute, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law regulation or otherwise, (vi) the avoidance of any lien in favor of Agent to cancel, revoke or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by terminate this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksGuaranty.

Waivers. To The Guarantor waives (to the maximum extent permitted by applicable law, New Grantor expressly waives any lawful and until full payment of the Guarantor Obligations) all defenses now or hereafter arising or to the enforcement of this Guaranty (and Rights that may be asserted by reason as defenses to the enforcement of this Guaranty) including, but not limited to (i) any disability Right to revoke this Guaranty with respect to future indebtedness arising under the Credit Agreement; (ii) any Right to require any Finance Party to do any of the following before the Guarantor is obligated to pay any part of the Guarantor Obligations or before any Finance Party may proceed against the Guarantor: (A) sxx or exhaust remedies against the Borrower and other guarantors or obligors in respect of the Obligations, (B) sxx on an accrued right of action in respect of the Obligations or bring any other action, exercise any other right or exhaust all other remedies, or (C) enforce rights against the Borrower’s assets or the collateral pledged by the Borrower to secure any part of the Obligations; (iii) any right relating to the timing, manner or conduct of any Finance Party’s enforcement of rights against the Borrower’s assets or the collateral pledged by the Borrower to secure any part of the Obligations; (iv) if the Guarantor and the Borrower (or a third party) have each pledged assets to secure any part of the Obligations or the Guaranteed Obligations or the Guaranteed Obligations, any right to require any Finance Party to proceed first against the other collateral before proceeding against collateral pledged by the Guarantor; (v) notice that this Guaranty has been accepted by any Finance Party and notice of any indebtedness to which this Guaranty may apply; (vi) any right of the Guarantor to receive notice from any Finance Party of changes that affect the creditworthiness of the Borrower; and (vii) except for any notice specifically required by this Guaranty, presentation, presentment, demand for payment, protest, notice of protest, notice of dishonor or nonpayment of any indebtedness, notice of intent to accelerate, notice of acceleration, notice of any suit or other defense of Borrower action by any Finance Party against the Borrower, the Guarantor or any other Obligor with respect Person and any notice to the obligations evidenced hereby, (ii) the unenforceability or invalidity of any security or guaranty party liable for the obligations evidenced hereby or obligation that is the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, (iii) the cessation for any cause whatsoever subject of the liability of Borrower suit or any other Obligor (other than by reason of the full payment and performance of all Obligations), (iv) any failure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, (v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or (viii) any action taken by Agent or any Lender that is authorized by this Section or any other provision hereof or of any Loan Document. New Grantor assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risksaction.