Each Guarantor waives # any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower or any other Loan Party; # any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; # any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender whatsoever; # any benefit of and any right to participate in any security now or hereafter held by 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. Each Guarantor expressly waives 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.

. Each Guarantor waives # any defense arising by reason of any disability or other defense of the BorrowerBorrower, any other Loan Party or any other guarantor,guarantor of the Guaranteed Obligations or any part thereof, or the cessation from any cause whatsoever (including any act or omission of any Creditor Party) of the liability of the Borrower or any other Loan Party;(other than the defense of prior payment and performance in full of the Guaranteed Obligations); # any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party;Borrower; # the benefit of any statute of limitations affecting anysuch Guarantor’s liability hereunder; # any rightrequirement to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other remedy in the power of any LenderCreditor Party whatsoever; # any benefit of and any right to participate in any security now or hereafter held by any Lender;Creditor Party; and # to the fullest extent permitted by law, any and all other defenses (other than the defense of prior payment and performance in full of the Guaranteed Obligations) or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors​ or sureties. Each Guarantor expressly waives all setoffs and non-compulsory counterclaims (provided, that the foregoing waiver shall not be deemed a waiver of such Guarantor’s right to assert any claim that would constitute a setoff or counterclaim against any Person in any separate action or proceeding) 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 Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Each Guarantor waives # any defense arising by reason of any disability or other defense of the Borrower​ or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower​ or any other Loan Party;​; # any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower​ or any other Loan Party;​; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; # any right to proceed against the Borrower​ or any other Loan Party,​, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any LenderSecured Party whatsoever; # any benefit of and any right to participate in any security now or hereafter held by any Lender;Secured Party; 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. Each Guarantor expressly waives 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

Each Guarantor waives # any defense arising by reason of any disability or other defense of the Borrower​ or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower​ or any other Loan Party;​; # any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower​ or any other Loan Party;​; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; # any right to proceed against the Borrower​ or any other Loan Party,​, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any LenderSecured Party whatsoever; # any benefit of and any right to participate in any security now or hereafter held by any Lender;Secured Party; and # to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicableapplicable Law limiting the liability of or exonerating guarantors​ or sureties. Each Guarantor expressly waives 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 Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations. Each Guarantor waives any rights and defenses that are or may become available to it by reason of §§ 2787 to ​, inclusive, and §§ 2899 and 3433 of the California Civil Code.

To the maximum extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by # the failure of any Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Borrower under the provisions of this Agreement (including under [Section 2(b)] above), any other Loan Document or otherwise; # any defense arising by reasonextension or renewal of any disabilityof the Obligations; # any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of any other Loan Document or other defenseagreement; # the failure or delay of any Guaranteed Party to exercise any right or remedy against any other guarantor of the BorrowerObligations; # the failure of any Guaranteed Party to assert any claim or demand or to enforce any remedy under any Loan Document or any other guarantor,agreement or instrument; # any default, failure or delay, willful or otherwise, in the cessation from any cause whatsoeverperformance of the liabilityObligations; # any increases in the outstanding amount of Loans and other Obligations; or # any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation (other than payment in full of the BorrowerObligations (excluding contingent obligations as to which no claim has been made) or any other Loan Party; # any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; # any rightrelease pursuant to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender whatsoever; # any benefit of and any right to participate in any security now or hereafter held by 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. Each Guarantor expressly waives 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.[Section 17] hereof).

Certain Waivers. To the extent permitted by law, the ​ waives # any defense arising by reason of any disability or other defense of theany Borrower or any other guarantor,​ (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 the Borrower or any other Loan Party;Borrower; # any defense based on any claim that such Guarantor’the ​’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder;Borrower; # any right to require the Administrative Agent or any Lender to proceed against the Borrower or any other Loan Party,Borrower, proceed against or exhaust any security for the Obligations,Indebtedness, or pursue any other remedy in the power ofAdministrative Agent’s or any LenderLender’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 Lawapplicable law limiting the liability of or exonerating guarantors or sureties. Each Guarantorsureties (other than a defense of payment or performance). The ​ expressly waiveswaives, 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.Obligations, except, in each case, for notices expressly required under the Credit Agreement.

To the extent applicable, each Guarantor waives presentation to, demand of payment from and protest to the Borrower of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives # any defense arising by reasonnotice of any disability or other defensedefault under the Obligations. The obligations of each Guarantor hereunder shall not be affected by # the Borrower orfailure of any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower or any other Loan Party; # any defense based onGuaranteed Creditor to assert any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrowerdemand or any other Loan Party; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; #to enforce any right to proceedor remedy against the Borrower or any other Person under the Loan Party, proceedDocuments; # any extension or renewal of the Loan Documents; # any rescission, waiver, amendment or modification of any of the terms or provisions of any of the Loan Documents; # the failure of any Guaranteed Creditor to exercise any right or remedy against or exhaust any security for the Obligations, or pursue any other remedyguarantor of the Obligations; or # any change in the powerownership of any Lender whatsoever; # any benefit of andeach Guarantor, except as provided in Section 2(b) or Section 2(c). Each Guarantor hereby waives any right to participate in any security now or hereafter held by any Lender; and # to the fullest extent permitted by law, any and all other defenses or benefits thatwhich it may be derived from or afforded by Applicable Law limitingentitled to have its Obligations hereunder divided among the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives 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​, such that such Guarantor’s obligations would be less than the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.full amount claimed.

SECTION #Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives # any defense based on or arising by reasonout of any disability or other defense of the Borrower or any other guarantor,Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause whatsoever of the liability of the BorrowerBorrower, any Loan Guarantor or any other Loan Party; # any defense based on any claim that such Guarantor’s obligations exceed or are more burdensomeObligated Party, other than thosePayment in Full). Without limiting the generality of the Borrower or any otherforegoing, each Loan Party; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; # any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender whatsoever; # any benefit of and any right to participate in any security now or hereafter held by any Lender; and #Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other defensesaccommodation with any Obligated Party or benefits that may be derived fromexercise any other right or afforded by Applicable Law limitingremedy available to it against any Obligated Party, without affecting or impairing in any way the liability of or exonerating guarantors or sureties. Eachsuch Loan Guarantor expresslyunder this Loan Guaranty except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted by applicable law, each Loan Guarantor waives 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 demandsany defense arising out of any kindsuch election even though that election may operate, pursuant to applicable law, to impair or nature whatsoever with respect to the Obligations, and all noticesextinguish any right of acceptancereimbursement or subrogation or other right or remedy of this Guarantyany Loan Guarantor against any Obligated Party or of the existence, creation or incurrence of new or additional Obligations.any security.

SECTION # Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives # any defense based on or arising by reasonout of any disability or other defense of theany Borrower or any other guarantor,Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause whatsoever of the liability of the Borrowerany Borrower, any Loan Guarantor or any other Loan Party; # any defense based on any claim that such Guarantor’s obligations exceed or are more burdensomeObligated Party, other than thosethe indefeasible payment in full in cash of the Borrower or any otherGuaranteed Obligations. Without limiting the generality of the foregoing, each Loan Party; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; # any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Lender whatsoever; # any benefit of and any right to participate in any security now or hereafter held by any Lender; and #Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other defensesaccommodation with any Obligated Party or benefits that may be derived fromexercise any other right or afforded by Applicable Law limitingremedy available to it against any Obligated Party, without affecting or impairing in any way the liability of or exonerating guarantors or sureties. Eachsuch Loan Guarantor expresslyunder this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives 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 demandsany defense arising out of any kindsuch election even though that election may operate, pursuant to applicable law, to impair or nature whatsoever with respect to the Obligations, and all noticesextinguish any right of acceptancereimbursement or subrogation or other right or remedy of this Guarantyany Loan Guarantor against any Obligated Party or of the existence, creation or incurrence of new or additional Obligations.any security.