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 (without limitation) any of the following: (a) any demand for payment or performance and protest and notice of protest, (b) any notice of acceptance, (c) any presentment, 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 payable, and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor. Each Guarantor 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 Borrower or any other Guarantor by reason of any DIP Loan Document or any payment made thereunder until the DIP Obligations have been satisfied in full in cash or (y) assert any claim, defense, setoff, or counterclaim it may have against any other DIP Loan Party or setoff any of its obligations to such other DIP Loan Party against obligations of such DIP Loan Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance.