Common use of GUARANTOR’S ACKNOWLEDGMENT Clause in Contracts

GUARANTOR’S ACKNOWLEDGMENT. With respect to the amendments to the Credit Agreement effected by this Amendment, each Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty and each Security Document to which it is a party (as modified and supplemented in connection with this Amendment) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty and Security Document to the Credit Agreement, “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. Each Credit Party hereby ratifies and reaffirms the validity, enforceability and perfection of the Liens and security interests granted to the Agent for the benefit of the Secured Parties to secure any of the Obligations (as defined in the Credit Agreement and including after giving effect to this Amendment) by each Credit Party pursuant to the Other Documents to which any Credit Party is a party and agrees that the Liens and security interests granted pursuant to the Other Documents shall continue to secure Obligations under the Credit Agreement as amended by this Amendment.

GUARANTOR’S ACKNOWLEDGMENT. With respect to the amendments to the Credit Agreement effected by this Amendment, each Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty Guarantee and each Security Document to which it is a party (as modified and supplemented in connection with this Amendment) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty the Guarantee Agreement and Security Document to the Credit Agreement, “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. Although the Administrative Agent and the Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither the Administrative Agent nor any Lender has any duty under the Credit Agreement, the Guaranty Guarantee Agreement or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. Each Credit Loan Party hereby ratifies and reaffirms the validity, enforceability and perfection of the Liens and security interests granted to the Collateral Agent for the benefit of the Secured Parties to secure any of the Obligations (as defined in the Credit Agreement and including after giving effect to this Amendment) by each Credit Loan Party pursuant to the Other Security Documents to which any Credit Loan Party is a party and agrees that the Liens and security interests granted pursuant to the Other Security Documents shall continue to secure the Obligations under the Credit Agreement as amended by this Amendment.

GUARANTOR’S ACKNOWLEDGMENT. With respect By signing below, each Guarantor (a) acknowledges, consents and agrees to the amendments to execution, delivery and performance by the Credit Agreement effected by Borrower of this Amendment, each Guarantor hereby acknowledges and agrees to (b) joins this Amendment for the purpose of consenting to and confirms being bound by the provisions thereof, (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Amendment or any of the provisions contemplated herein, (d) ratifies and each Security Document confirms all of its obligations and liabilities under the Loan Documents to which it is a party (and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Obligations of the Borrower under the Existing Credit Agreement, as modified increased and supplemented in connection with amended pursuant to the terms of this Amendment, (e) is and shall agrees that the Security Instruments continue to be, be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (f) confirms its grant of security interests pursuant to the Security Instruments to which it is hereby ratified a party as Collateral for the Secured Obligations, (g) acknowledges that all Liens granted (or purported to be granted) pursuant to the Security Instruments remain and confirmed continue in all respects except that, upon the effectiveness full force and effect in respect of, and on to secure, the Secured Obligations, and after (h) acknowledges and agrees that as of the date of this the foregoing Amendment, each reference such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in such connection with its Guaranty and Security Document to the Credit Agreement, “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. Each Credit Party hereby ratifies and reaffirms the validity, enforceability and perfection of the Liens and security interests granted to the Agent for the benefit of the Secured Parties to secure any of the Obligations (as defined in the Credit Agreement and including after giving effect to this Amendment) by each Credit Party pursuant to the Other Loan Documents to which any Credit Party it is a party and agrees that the Liens and security interests granted pursuant to the Other Documents shall continue to secure Obligations under the Credit Agreement as amended by this Amendment(ii) has no offsets against, or defenses or counterclaims to, its Guaranty.

GUARANTOR’S ACKNOWLEDGMENT. With respect to the amendments to the Credit Reimbursement Agreement effected by this Amendment, each Loan Party signatory hereto that is a Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty and each Security Document to which it is a party (as modified and supplemented in connection with this Amendment) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty and Security Document to the Credit Reimbursement Agreement, “thereunder,” ”, “thereof” or words of like import referring to the Credit Reimbursement Agreement, shall mean and be a reference to the Credit Reimbursement Agreement as amended or modified by this Amendment. Although Agent and the Lenders Cash Collateral Providers have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender Cash Collateral Provider has any duty under the Credit Reimbursement Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. Each [signature pages follow] DB1/ 145414326.3 Signature Page to Fourth Amendment to Reimbursement Agreement MSD PCOF PARTNERS XLV, LLC, as Agent and a Cash Collateral Provider By:_______________________ Name: Title: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Authorized Signatory DB1/ 145414326.3 Signature Page to Fourth Amendment to Reimbursement Agreement BTC OFFSHORE HOLDINGS FUND II-B LLC, as a Cash Collateral Provider By: Blue Torch Offshore Credit Party hereby ratifies Opportunities Master Fund II, LP, its Sole Member By: Blue Torch Offshore Credit Opportunities ▇▇ ▇▇ LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: BTC OFFSHORE HOLDINGS FUND II-C LLC, as a Cash Collateral Provider By: Blue Torch Offshore Credit Opportunities Master Fund II, LP, its Sole Member By: Blue Torch Offshore Credit Opportunities ▇▇ ▇▇ LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: BTC HOLDINGS FUND II, LLC, as a Cash Collateral Provider By: Blue Torch Credit Opportunities Fund II, LP, its Sole Member By: Blue Torch Credit Opportunities ▇▇ ▇▇ LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: ▇▇▇▇▇ ▇▇▇▇▇ Authorized Signatory ▇▇▇▇▇ ▇▇▇▇▇ Authorized Signatory ▇▇▇▇▇ ▇▇▇▇▇ Authorized Signatory DocuSign Envelope ID: E731D437-EB91-4EFF-8960-FD366EE7DF96 DB1/ 145414326.3 Signature Page to Fourth Amendment to Reimbursement Agreement BTC HOLDINGS KRS FUND LLC, as a Cash Collateral Provider By: Blue Torch Credit Opportunities KRS Fund LP, its Sole Member By: Blue Torch Credit Opportunities KRS GP LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: BTC HOLDINGS SBAF FUND LLC, as a Cash Collateral Provider By: Blue Torch Credit Opportunities SBAF Fund LP, its Sole Member By: Blue Torch Credit Opportunities SBAF GP LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: BTC HOLDINGS SC FUND LLC, as a Cash Collateral Provider By: Blue Torch Credit Opportunities SC Master Fund LP, its Sole Member By: Blue Torch Credit Opportunities SC GP LLC, its General Partner By: KPG BTC Management LLC, its Sole Member By: _________________________________ Name: Title: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Authorized Signatory Authorized Signatory Authorized Signatory ▇▇▇▇▇ ▇▇▇▇▇ DocuSign Envelope ID: E731D437-EB91-4EFF-8960-FD366EE7DF96 DB1/ 145414326.6 Exhibit 1.2(b) Form of Compliance Certificate DB1/ 145414326.6 COMPLIANCE CERTIFICATE PNC Bank, National Association ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Relationship Manager – ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ MSD PCOF Partners XLV, LLC c/o MSD Partners, L.P. ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 5910 Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ The undersigned, the [Chief Executive Officer / Chief Financial Officer / Treasurer / Controller] of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ENTERPRISES, INC., a corporation organized under the laws of Delaware (“Borrowing Agent”), certifies to (i) PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent (in such capacity, “Agent”) under the Credit Agreement referenced below, and reaffirms the validityfinancial institutions referenced below, enforceability and perfection of the Liens and security interests granted that, pursuant to the Agent terms and conditions of that certain Revolving Credit, Guaranty and Security Agreement, by and among Borrowing Agent, as the borrower thereunder, the financial institutions party thereto from time to time, and Agent, dated as of June 30, 2021 (as may be amended, modified, supplemented, renewed, restated or replaced from time to time, the “Credit Agreement”); and (ii) MSD PCOF Partners XLV, LLC as agent for the benefit Cash Collateral Providers under that certain Reimbursement, Guaranty and Security Agreement, by and among Borrowing Agent, as the borrower thereunder, the financial institutions party thereto from time to time (the “Cash Collateral Providers”), dated as of the Secured Parties to secure any of the Obligations June 30, 2021 (as may be amended, modified, supplemented, renewed, restated or replaced from time to time, the “Reimbursement Agreement”, and together with the Credit Agreement, the “Debt Documents”); the Loan Parties are in compliance for the [month / quarter / fiscal year] ending __________________ , 20___ with all required covenants set forth in the Debt Documents and no Default or Event of Default exists (if not true, in the “Comments Regarding Exceptions” section below specify the Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by the Loan Parties with respect to such Default or Event of Default). Capitalized terms used in this Compliance Certificate and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement and including after giving effect to this Amendment) by each Credit Party pursuant to the Other Documents to which any Credit Party is a party and agrees Reimbursement Agreement, as applicable. Without limiting the foregoing, the undersigned certifies that the Liens Loan Parties are in compliance with the requirements or restrictions imposed by Sections 6.5 and security interests granted pursuant to the Other Documents shall continue to secure Obligations under 7.6, of the Credit Agreement or Reimbursement Agreement, as amended by this Amendmentapplicable, except as may be set forth below [Attached hereto as Schedule A are covenant calculations which show such compliance (or non-compliance) with [Section 6.5 and]1 [7.6]2 of the Credit Agreement or Reimbursement Agreement, as applicable.] 1 For quarterly certificate only. 2 For annual certificate only.

GUARANTOR’S ACKNOWLEDGMENT. With respect to the amendments to the Credit Agreement effected by this Amendment, each Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty and each Security Document to which it is a party (as modified and supplemented in connection with this Amendment) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty and Security Document to the Credit Agreement, “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. Each Credit Party hereby ratifies and reaffirms the validity, enforceability and perfection of the Liens and security interests granted to the Agent for the benefit of the Secured Parties to secure any of the Obligations (as defined in the Credit Agreement and including after giving effect to this Amendment) by each Credit Party pursuant to the Other Documents to which any Credit Party is a party and agrees that the Liens and security interests granted pursuant to the Other Documents shall continue to secure Obligations under the Credit Agreement as amended by this Amendment.

GUARANTOR’S ACKNOWLEDGMENT. With respect By signing below, (a) each Guarantor (i) acknowledges, consents and agrees to the amendments execution, delivery and performance by the Borrower and Limited of this Third Amendment, (ii) acknowledges and agrees that its obligations in respect of its Guaranty (A) are not released, diminished, waived, modified, impaired or affected in any manner by this Third Amendment or any of the provisions contemplated herein and (B) cover the Aggregate Commitments, as increased by this Third Amendment, (iii) ratifies and confirms its obligations under its Guaranty, (iv) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty, and (v) to the Credit Agreement effected by this Amendmentextent such Guarantor is a Qualified ECP Guarantor, each Guarantor hereby acknowledges and agrees to its undertakings under Section 10.20 of the Credit Agreement as added by this Amendment Third Amendment, and confirms (b) each Guarantor, the Borrower, the Lenders and agrees the Administrative Agent hereby agree that its (i) the Guaranty and each Security Document to which it is a party hereby amended so that the Guarantied Obligations (as modified defined in the Guaranty) will not include, with respect to a particular Guarantor, any Excluded Swap Obligation and supplemented in connection with this Amendment(ii) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Third Amendment, each reference in such the Guaranty and Security Document to the Credit Agreement“this Guaranty”, “thereunder,” “thereof” hereunder”, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement Guaranty, as amended or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. Each Credit Party hereby ratifies and reaffirms the validity, enforceability and perfection of the Liens and security interests granted to the Agent for the benefit of the Secured Parties to secure any of the Obligations (as defined in the Credit Agreement and including after giving effect to this Amendment) by each Credit Party pursuant to the Other Documents to which any Credit Party is a party and agrees that the Liens and security interests granted pursuant to the Other Documents shall continue to secure Obligations under the Credit Agreement as amended by this Amendmenthereby.

GUARANTOR’S ACKNOWLEDGMENT. With respect By signing below, each Guarantor (a) acknowledges, consents and agrees to the amendments to execution, delivery and performance by the Credit Agreement effected by Borrower of this Amendment, each Guarantor hereby acknowledges and agrees to (b) joins this Amendment for the purpose of consenting to and confirms being bound by the provisions thereof, (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Amendment or any of the provisions contemplated herein, (d) ratifies and each Security Document confirms all of its obligations and liabilities under the Loan Documents to which it is a party (and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Obligations of the Borrower under the Existing Credit Agreement, as modified and supplemented in connection with amended pursuant to the terms of this Amendment, (e) is and shall agrees that the Security Instruments continue to be, be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (f) confirms its grant of security interests pursuant to the Security Instruments to which it is hereby ratified a party as Collateral for the Secured Obligations, (g) acknowledges that all Liens granted (or purported to be granted) pursuant to the Security Instruments remain and confirmed continue in all respects except that, upon the effectiveness full force and effect in respect of, and on to secure, the Secured Obligations, and after (h) acknowledges and agrees that as of the date of this the foregoing Amendment, each reference such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in such connection with its Guaranty and Security Document to the Credit Agreement, “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. Each Credit Party hereby ratifies and reaffirms the validity, enforceability and perfection of the Liens and security interests granted to the Agent for the benefit of the Secured Parties to secure any of the Obligations (as defined in the Credit Agreement and including after giving effect to this Amendment) by each Credit Party pursuant to the Other Loan Documents to which any Credit Party it is a party and agrees that the Liens and security interests granted pursuant to the Other Documents shall continue to secure Obligations under the Credit Agreement as amended by this Amendment(ii) has no offsets against, or defenses or counterclaims to, its Guaranty.

GUARANTOR’S ACKNOWLEDGMENT. With respect to the amendments to the Credit Reimbursement Agreement effected by this Amendment, each Loan Party signatory hereto that is a Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty and each Security Document to which it is a party (as modified and supplemented in connection with this Amendment) is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty and Security Document to the Credit Reimbursement Agreement, “thereunder,” ”, “thereof” or words of like import referring to the Credit Reimbursement Agreement, shall mean and be a reference to the Credit Reimbursement Agreement as amended or modified by this Amendment. Although Agent and the Lenders Cash Collateral Providers have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender Cash Collateral Provider has any duty under the Credit Reimbursement Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. Each [signature pages follow] DB1/ 132700652.11 EXHIBIT A Amended Reimbursement Agreement [attached] MARKED VERSION REFLECTING CHANGES PURSUANT TO THE SECOND AMENDMENT TO REIMBURSEMENT, GUARANTY AND SECURITY AGREEMENT DATED NOVEMBER 8, 2022 ADDED TEXT SHOWN UNDERSCORED DELETED TEXT SHOWN STRIKETHROUGH DB1/ 133198220.1133198220.6 Execution Copy SECURITY AGREEMENT MSD PCOF PARTNERS XLV, LLC (BORROWER) CERTAIN OF SUBSIDIARIES OF ▇▇▇▇▇▇▇ &WILCOX ENTERPRISES, INC. (GUARANTORS) June 30, 2021 (AS AGENT) AND THE CASH COLLATERAL PROVIDERS PARTY HERETO REIMBURSEMENT, GUARANTY AND WITH ▇▇▇▇▇▇▇ &WILCOX ENTERPRISES, INC. DB1/ 133198220.1133198220.6 i TABLE OF CONTENTS Page I. DEFINITIONS 1 1.1. Accounting Terms 1 1.2. General Terms 2 1.3. Uniform Commercial Code Terms 63 1.4. Certain Matters of Construction 63 1.5. LIBOR Notification. 64 II. CASH COLLATERAL; DELAYED DRAW TERM LOANS 64 2.1. Cash Collateral for Letter of Credit Party hereby ratifies Drawings 64 2.2. Cash Collateral Withdrawals; Delayed Draw Term Loans 65 2.3. Cash Collateral Account 65 2.4. Procedures for Selection of Applicable Rates for Advances 65 2.5. [Reserved] 67 2.6. [Reserved] 67 2.7. [Reserved] 67 2.8. Making and reaffirms the validity, enforceability Settlement of Advances 67 2.9. [Reserved] 68 2.10. ▇▇▇▇▇▇ and perfection Repayment of the Liens Advances 68 2.11. [Reserved] 69 2.12. [Reserved] 69 2.13. [Reserved] 69 2.14. [Reserved] 69 2.15. [Reserved] 69 2.16. [Reserved] 69 2.17. [Reserved] 69 2.18. [Reserved] 69 2.19. [Reserved] 69 2.20. [Reserved] 69 2.21. Liability for Acts and security interests granted to the Agent for the benefit Omissions 70 2.22. Prepayments 70 2.23. Use of the Secured Parties to secure any Proceeds 72 DB1/ 133198220.1133198220.6 ii 2.24. [Reserved] 72 2.25. [Reserved] 72 III. INTEREST AND FEES 72 3.1. Interest 72 3.2. Cash Collateral Fees 73 3.3. Closing Fee 73 3.4. Prepayment Premium 73 3.5. Computation of the Obligations (as defined Interest and Fees 74 3.6. Maximum Charges 74 3.7. Increased Costs 74 3.8. Alternate Rate of Interest 75 3.9. Capital Adequacy 84 3.10. Taxes 84 IV. COLLATERAL: GENERAL TERMS 87 4.1. Security Interest in the Credit Agreement Collateral 87 4.2. Perfection of Security Interest 88 4.3. Preservation of Collateral 88 4.4. Ownership and including after giving effect to this Amendment) by each Credit Party pursuant to the Other Documents to which any Credit Party is a party Location of Collateral 89 4.5. Defense of Agent’s and agrees that the Liens Cash Collateral Providers’ Interests 89 4.6. Inspection of Premises 90 4.7. Appraisals 90 4.8. Receivables; Deposit Accounts and security interests granted pursuant to the Other Documents shall continue to secure Obligations under the Credit Agreement as amended by this Amendment.Securities Accounts 90 4.9. Inventory 92 4.10. Maintenance of Equipment 93 4.11. Exculpation of Liability 93 4.12. Financing Statements 93 4.13. Investment Property Collateral 93 4.14. Provisions Regarding Pledged Equity Interests 93 V. REPRESENTATIONS AND WARRANTIES 100 5.1. Authority 100 5.2. Formation and Qualification 100 5.3. Survival of Representations and Warranties 100

GUARANTOR’S ACKNOWLEDGMENT. With respect (1) The Guarantor acknowledges that: (a) the Financier is or may be prevented by the provisions of the Privacy Act and from its duty of confidentiality to the amendments Lessee to disclose information on the Credit Agreement effected by Lessee's financial position and the Guarantor must therefore satisfy himself in this Amendment, each Guarantor hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty and each Security Document to which regard; (b) it is a party fundamental condition of the Financier's entering into the Lease that the Guarantor give this Guarantee by way of security for the Lessee's obligations to the Financier; and (c) this Guarantee can and may be called upon by the Financier if the Lessee defaults in its obligations to the Financier. (2) The Guarantor understands that the obligations undertaken in executing this Guarantee comprise both a guarantee and an indemnity and the Guarantor's obligations as modified indemnifier will continue even if the Financier is not able, for any reason whatsoever, to enforce the obligations of the Lessee under the Lease. (3) The Guarantor has made independent enquiries of the Lessee's present financial position and supplemented has not relied on any representation by any officer of the Financier or person purporting to represent the Financier in connection with the Lessee's present or anticipated future financial position. (4) The Guarantor has executed this AmendmentGuarantee freely and voluntarily and (after having received independent legal and financial advice) is with full understanding of the legal and shall continue to be, in full force financial consequences (or the true purport and effect thereof) and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty and Security Document Guarantor's obligations to the Credit Agreement, “Financier thereunder,” “thereof” or words of like import referring . (5) The Guarantor has read this Guarantee and has had it explained to the Credit Agreement, shall mean and be a reference Guarantor's satisfaction. The Guarantor has not relied on anything told to the Credit Agreement as amended Guarantor by the Financier or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty Lessee as to any transaction hereafter. Each Credit Party hereby ratifies and reaffirms the validity, enforceability and perfection of the Liens and security interests granted to the Agent for the benefit of the Secured Parties to secure any of the Obligations (as defined in the Credit Agreement and including after giving effect to this Amendment) by each Credit Party pursuant to the Other Documents to which any Credit Party is a party and agrees that the Liens and security interests granted pursuant to the Other Documents shall continue to secure Obligations under the Credit Agreement as amended by this Amendmentits effect.

GUARANTOR’S ACKNOWLEDGMENT. With respect By signing below, each Guarantor (a) acknowledges, consents and agrees to the amendments to execution, delivery and performance by the Credit Agreement effected by Borrower of this Amendment, each Guarantor hereby acknowledges and agrees to (b) joins this Amendment for the purpose of consenting to and confirms being bound by the provisions thereof, (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Amendment or any of the provisions contemplated herein, (d) ratifies and each Security Document confirms all of its obligations and liabilities under the Loan Documents to which it is a party (as modified and supplemented ratifies and confirms that such obligations and liabilities extend to and continue in connection effect with this Amendment) is respect to, and shall continue to beguarantee and secure the Secured Obligations of the Borrower under the Existing Credit Agreement, as amended pursuant to the terms of the Amendment, (e) agrees that the Collateral Documents continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (f) confirms its grant of security interests pursuant to the Collateral Documents to which it is hereby ratified a party as Collateral for the Secured Obligations, (g) acknowledges that all Liens granted (or purported to be granted) pursuant to the Collateral Documents remain and confirmed continue in all respects except that, upon the effectiveness full force and effect in respect of, and on to secure, the Obligations, (h) acknowledges and after agrees that as of the date of this the foregoing Amendment, each reference such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in such connection with its Guaranty and Security Document to the Credit Agreement, “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended or modified by this Amendment. Although Agent and the Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that neither Agent nor any Lender has any duty under the Credit Agreement, the Guaranty or any other agreement with any Guarantor to so notify any Guarantor or to seek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter. Each Credit Party hereby ratifies and reaffirms the validity, enforceability and perfection of the Liens and security interests granted to the Agent for the benefit of the Secured Parties to secure any of the Obligations (as defined in the Credit Agreement and including after giving effect to this Amendment) by each Credit Party pursuant to the Other Loan Documents to which any Credit Party it is a party and agrees that the Liens and security interests granted pursuant to the Other Documents shall continue to secure Obligations under the Credit Agreement as amended by this Amendment(ii) has no offsets against, or defenses or counterclaims to, its Guaranty.