General. Each Guarantor waives any right to require any of [[Organization B:Organization]] to # proceed against the Borrower or any other Person liable on the Obligations, # enforce any of their rights against any other guarantor of the Obligations, # proceed or enforce any of their rights against or exhaust any security given to secure the Obligations, # have the Borrower or any other Loan Party joined with any Guarantor in any suit arising out of this Article VIII and/or the Obligations, or # pursue any other remedy in [[Organization B:Organization]]’ powers whatsoever. It is agreed between [[Organization A:Organization]] and [[Organization B:Organization]] that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for this Guaranty and such waivers, [[Organization B:Organization]] would not extend or continue to extend credit under this Agreement. [[Organization B:Organization]] shall not be required to mitigate damages or take any action to reduce, collect or enforce the Obligations. Each Guarantor waives any defense arising by reason of any disability, lack of corporate authority or power, or other defense of the Borrower or any other guarantor of the Obligations, and shall remain liable hereon regardless of whether the Borrower, any other Loan Party or any other guarantor be found not liable thereon for any reason. Whether and when to exercise any of the remedies of [[Organization B:Organization]] under any of the Loan Documents shall be in the sole and absolute discretion of the Administrative Agent, and no delay by the Administrative Agent in enforcing any remedy, including delay in conducting a foreclosure sale, shall be a defense to any Guarantor’s liability under this Article VIII.

In addition to the waivers contained in Section 8.04(a), [[Organization A:Organization]] waive, and agree that they shall not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by [[Organization A:Organization]] of their obligations under, or the enforcement by the Administrative Agent or [[Organization B:Organization]] of, this guaranty. [[Organization A:Organization]] hereby waive diligence, presentment and demand (whether for nonpayment or protest or of acceptance, maturity, extension of time, change in nature or form of the Obligations, acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, the Obligations, notice of adverse change in any Loan Party’s financial condition or any other fact which might materially increase the risk to [[Organization A:Organization]]) with respect to any of the Obligations or all other demands whatsoever and waive the benefit of all provisions of law which are or might be in conflict with the terms of this Article VIII. [[Organization A:Organization]], jointly and severally, agree that, as of the date of this guaranty, their obligations under this guaranty are not subject to any offsets or defenses of any kind against the Administrative Agent, [[Organization B:Organization]], the Borrower or any other Person that executes a Loan Document. [[Organization A:Organization]] further jointly and severally agree that their obligations under this guaranty shall not be subject to any counterclaims, offsets or defenses of any kind which may arise in the future against the Administrative Agent, [[Organization B:Organization]], the Borrower, any other Loan Party or any other Person that executes a Loan Document.

Certain Waivers. To the extent permitted by law, the [[Guarantor:Organization]] waives # any defense arising by reason of any disability or other defense of any Borrower or any other [[Guarantor:Organization]] (other than a defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any Lender but excluding payment or performance) of the liability of any Borrower; # any defense based on any claim that the [[Guarantor:Organization]]’s obligations exceed or are more burdensome than those of any Borrower; # any right to require the Administrative Agent or any Lender to proceed against any Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Administrative Agent’s or any Lender’s power whatsoever; # any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any Lender; and # to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than a defense of payment or performance). The [[Guarantor:Organization]] expressly waives, to the fullest extent permitted by law, all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations, except, in each case, for notices expressly required under the Credit Agreement.