Common use of Waiver and Acknowledgments Clause in Contracts

Waiver and Acknowledgments. (a) The Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) and any requirement that any Credit Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person. (b) The Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Party or other rights of the Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the Guarantor Party under this Article 10. (d) The Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Party to disclose to the Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Party. (e) The Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Guarantor Party Each Obligor hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) 7 and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party Obligor or any other PersonPerson or any Collateral. (b) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any right to revoke this Article 10 7 and acknowledges that this Article 10 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any defense (i) arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Party such Obligor or other rights of the Guarantor Party such Obligor to proceed against any of the other Loan PartiesObligors, any other guarantor or any other Person and or any Collateral; (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the Guarantor Party such Obligor under this Article 107 (except for payment and except as against a Defaulting Lender); (iii) arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any Obligor 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 Obligor from any cause other than payment in full of the Guaranteed Obligations; (iv) 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; (v) based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (vi) based on any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder; (vii) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (viii) 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 hereof. (d) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the Guarantor Party such Obligor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Borrower Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (e) The Guarantor Party Each Obligor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 7 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other PersonPerson or any Collateral. (b) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10. (d) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (e) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 XI (other than any demand, presentment or notice expressly required by the Loan Guaranteed Documents) and any requirement that the Administrative Agent or any Credit Party Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person. (b) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 XI and acknowledges that this Article 10 XI is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent, the Swing Line Lender, any Credit Party Lender and/or any L/C Issuer that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10XI. (d) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Party of the Administrative Agent, the Swing Line Lender, any Lender and/or any L/C Issuer to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit PartyPerson. (e) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements and other accommodations contemplated by the Loan Guaranteed Documents and that the waivers set forth in this Article 10 XI are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Guarantor Party Equity Investor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations obligations hereunder and this Article 10 (other than any notice Agreement except as expressly required by the Loan Documents) provided herein and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property Property subject thereto or exhaust any right or take any action against the Equity Investor, any Loan other Finance Party or any other PersonPerson or any Collateral. (b) The Guarantor Party Equity Investor hereby unconditionally and irrevocably waives any right to revoke this Article 10 Agreement and acknowledges that this Article 10 is its obligations hereunder are continuing in nature and applies apply to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Guarantor Party Equity Investor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense (other than the defense of payment in full) based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Party Equity Investor or other rights of the Guarantor Party Equity Investor to proceed against any of the other Loan Finance Parties, any other guarantor or any other Person or any Collateral and (ii) any defense (other than the defense of payment in full) based on any right of set-off or counterclaim against or in respect of the Obligations obligations of the Guarantor Party under this Article 10Equity Investor hereunder. (d) [Intentionally Omitted]. (e) The Guarantor Party Equity Investor hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the Guarantor Party Equity Investor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties Properties or prospects of any other Loan Finance Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (ef) The Guarantor Party Equity Investor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents Finance Documents, and that the waivers set forth in Section 4.1 and this Article 10 Section 4.2 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any demand, presentment or notice expressly required by the Loan Guaranteed Documents) and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other PersonPerson or any Collateral. (bi) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (cj) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10. (dk) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (el) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements and other accommodations contemplated by the Loan Guaranteed XXXX:\98106221\28\78831.0005 Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Guarantor Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 Guaranty (other than any demand, presentment or notice expressly required by the Loan Guaranteed Documents) and any requirement that any Credit Party the Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party the Obligor or any other PersonPerson or any Collateral. (b) The Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 Guaranty is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Party the Beneficiary that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Party or other rights of the Guarantor Party to proceed against any of the other Loan PartiesObligor, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the any Obligations of the Guarantor Party under this Article 10Guaranty; provided that the Guarantor shall be entitled to exercise or assert, as the case may be, any right, claim or defense that is available to the Obligor other than any right, claim or defense arising out of a bankruptcy or similar proceeding with respect to Obligor. (d) The Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Party the Beneficiary to disclose to the Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries the Obligor now or hereafter known by such Credit Partythe Beneficiary. (e) The Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements and other accommodations contemplated by the Loan Guaranteed Documents and that the waivers set forth in this Article 10 Guaranty are knowingly made in contemplation of such benefits. (f) The Beneficiary shall not be obligated to file any claims relating to the Obligations in the event that the Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiary to so file shall not affect the Guarantor’s obligations under this Guaranty.

Waiver and Acknowledgments. (ai) The Each Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) 7 and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Borrower Party or any other PersonPerson or any Collateral. (ba) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 7 and acknowledges that this Article 10 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (cb) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense (i) arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Borrower Parties, any other guarantor or any other Person and or any defense Collateral; (ii) based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 107; (iii) arising by reason of the incapacity, lack of authority or any disability or other defense of any Borrower Party 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 Party from any cause other than payment in full of the Guaranteed Obligations; (iv) 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; (v) based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (vi) based on any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder; (vii) based on the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof; (viii) based on promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ix) 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 hereof. (dc) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Borrower Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (ed) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 7 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any demand, presentment or notice expressly required by the Loan Guaranteed Documents) and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other PersonPerson or any Collateral. (b) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10. (d) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (e) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements and other accommodations contemplated by the Loan Guaranteed Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (ai) The Each Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) 7 and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Borrower Party or any other PersonPerson or any Collateral. (ba) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 7 and acknowledges that this Article 10 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future; provided that the Parent Borrower shall be released as a Guarantor Party when it ceases to be a Borrower pursuant to Section 2.13. (cb) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Borrower Parties, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 107. (dc) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Borrower Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (ed) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 7 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) and any requirement that any Credit Lender Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person. (b) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person and any defense based on any right of set-off or 112 counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10. (d) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Lender Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Lender Party. (e) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Guarantor Party Each Obligor hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) 7 and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party Obligor or any other PersonPerson or any Collateral. (b) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any right to revoke this Article 10 7 and acknowledges that this Article 10 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any defense (i) arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Party such Obligor or other rights of the Guarantor Party such Obligor to proceed against any of the other Loan PartiesObligors, any other guarantor or any other Person and or any Collateral; (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the Guarantor Party such Obligor under this Article 107 (except for payment and except as against a Defaulting Lender); (iii) arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any Obligor 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 Obligor from any cause other than payment in full of the Guaranteed Obligations; (iv) 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; (v) based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (vi) based on any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder; (vii) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (viii) 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 hereof. (d) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the Guarantor Party such Obligor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Borrower Party or any of its Subsidiaries subsidiaries now or hereafter known by such Credit Secured Party. (e) The Guarantor Party Each Obligor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 7 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Guarantor Party Grantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its the Guaranteed Obligations and this Article 10 Agreement (other than any notice expressly such notices required by the Loan Documentsexpress terms of this Agreement) and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party the Company or any other Person.Person or any Collateral; (b) The Guarantor Party Grantor hereby unconditionally and irrevocably waives any right to revoke this Article 10 Agreement and acknowledges that this Article 10 Agreement is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future.; (c) The Guarantor Party Grantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Party Grantor or other rights of the Guarantor Party Grantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations obligations of the Guarantor Party under this Article 10such Grantor hereunder. (d) The Guarantor Party Grantor hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the Guarantor Party Grantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its such Guarantor’s Subsidiaries now or hereafter known by such Credit Party.Secured Party any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other obligations of the Grantor and the Company under the Transaction Documents or any other assets of Grantor or any other Person; (e) The Guarantor Party Grantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements issuance of the Notes contemplated by the Loan Transaction Documents and that the waivers set forth in this Article 10 above are knowingly made in contemplation of such benefits.;

Waiver and Acknowledgments. (ai) The Guarantor Party Each Obligor hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) 7 and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party Obligor or any other PersonPerson or any Collateral. (ba) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any right to revoke this Article 10 7 and acknowledges that this Article 10 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (cb) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any defense (i) arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Party such Obligor or other rights of the Guarantor Party such Obligor to proceed against any of the other Loan PartiesObligors, any other guarantor or any other Person and or any Collateral; (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the Guarantor Party such Obligor under this Article 107 (except for payment and except as against a Defaulting Lender); (iii) arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower, any other Obligor or any Obligor 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, any other Obligor or any Obligor from any cause other than payment in full of the Guaranteed Obligations; (iv) 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; (v) based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (vi) based on any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Obligor’s obligations hereunder; (vii) based on the benefit of any statute of limitations affecting such Obligor’s liability hereunder or the enforcement hereof; (viii) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ix) 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 hereof. (dc) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the Guarantor Party such Obligor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Borrower Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (ed) The Guarantor Party Each Obligor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 7 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any demand, presentment or notice expressly required by the Loan Documents) and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other PersonPerson or any Collateral. (b) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10. (d) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (e) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any demand, presentment or notice expressly required by the Loan Documents) and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other PersonPerson or any Collateral. (ba) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (cb) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10. (dc) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (ed) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.. 91

Waiver and Acknowledgments. (a) The Guarantor Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 Guaranty (other than any demand, presentment or notice expressly required by the Loan Guaranteed Documents) and any requirement that any Credit Party the Beneficiary protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party either Obligor or any other PersonPerson or any Collateral. 3 (b) The Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 Guaranty is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Party the Beneficiary that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Party or other rights of the Guarantor Party to proceed against any of the other Loan Partieseither Obligor, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations any obligations of the Guarantor Party under this Article 10Guaranty; provided that the Guarantor shall be entitled to exercise or assert, as the case may be, any right, claim or defense that is available to either Obligor other than any right, claim or defense arising out of a bankruptcy or similar proceeding with respect to either Obligor. (d) The Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Party the Beneficiary to disclose to the Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries either Obligor now or hereafter known by such Credit Partythe Beneficiary. (e) The Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements and other accommodations contemplated by the Loan Guaranteed Documents and that the waivers set forth in this Article 10 Guaranty are knowingly made in contemplation of such benefits. (f) The Beneficiary shall not be obligated to file any claims relating to the Obligations in the event that either Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiary to so file shall not affect the Guarantor’s obligations under this Guaranty.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) and any requirement that any Credit Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person. (b) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10. (d) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Party. (e) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Guarantor Party Each Obligor hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) 7 and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party Obligor or any other PersonPerson or any Collateral. (b) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any right to revoke this Article 10 7 and acknowledges that this Article 10 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Guarantor Party Each Obligor hereby unconditionally and irrevocably waives any defense defense (i) arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Guarantor Party such Obligor or other rights of the Guarantor Party such Obligor to proceed against any of the other Loan PartiesObligors, any other guarantor or any other Person and or any Collateral; (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the Guarantor Party such Obligor under this Article 10. 7 (dexcept for payment and except as against a Defaulting Lender); (iii) The Guarantor Party hereby unconditionally and irrevocably waives any duty on arising by reason of the part incapacity, lack of any Credit Party to disclose to the Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party authority or any disability or other defense of its Subsidiaries now the Borrower or hereafter known any Obligor 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 such Credit Party. reason of the cessation of the liability of the Borrower or any Obligor from any cause other than payment in full of the Guaranteed Obligations; (eiv) The Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and based upon any statute or rule of law which provides that the waivers set forth obligation of a surety must be neither larger in this Article 10 are knowingly made amount nor in contemplation other respects more burdensome than that of such benefits.the principal; (v) based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith;

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other PersonPerson or any Collateral. (b) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10. (d) The Each Guarantor Party acknowledges that the Administrative Agent may, in accordance with the Loan Documents, without notice to or demand upon such Guarantor Party and without affecting the liability of such Guarantor Party under this Article 10, to the extent permitted by applicable Law, foreclose under any mortgage by nonjudicial sale, and each Guarantor Party hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against such Guarantor Party of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (ef) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) 8 and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party Grantor or any other PersonPerson or any Collateral. (b) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 8 and acknowledges that this Article 10 8 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense (i) arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Issuer Parties, any other guarantor or any other Person and or any Collateral; (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of the such Guarantor Party under this Article 108; (iii) arising by reason of the incapacity, lack of authority or any disability or other defense of the Issuer or any other Guarantor Party 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 Issuer or any other Guarantor Party from any cause other than payment in full of the Guaranteed Obligations; (iv) 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; (v) based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (vi) based on any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder; (vii) based on the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof; (viii) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ix) 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 hereof. (d) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Grantor or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (e) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents Indenture or this Agreement and that the waivers set forth in this Article 10 8 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 XI (other than any demand, presentment or notice expressly required by the Loan Guaranteed Documents) and any requirement that the Administrative Agent or any Credit Party Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person. (b) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 XI and acknowledges that this Article 10 XI is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (c) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent, the Swing Line Lender, any Credit Party Lender and/or any L/C Issuer that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10XI. (d) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Party of the Administrative Agent, the Swing Line Lender, any Lender and/or any L/C Issuer to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Party., (e) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements and other accommodations contemplated by the Loan Guaranteed Documents and that the waivers set forth in this Article 10 XI are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (ai) The Each Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) 7 and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Borrower Party or any other PersonPerson or any Collateral. (ba) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 7 and acknowledges that this Article 10 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (cb) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense (i) arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Borrower Parties, any other guarantor or any other Person and or any Collateral; (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 107; (iii) arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Party 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 Party from any cause other than payment in full of the Guaranteed Obligations; (iv) 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; (v) based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (vi) based on any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder; (vii) based on the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof; (viii) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ix) 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 hereof. (dc) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Borrower Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (ed) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 7 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (a) The Each Guarantor Party hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any demand, presentment or notice expressly required by the Loan Documents) and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other PersonPerson or any Collateral. (ba) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 and acknowledges that this Article 10 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (cb) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 10. (dc) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (ed) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 are knowingly made in contemplation of such benefits.

Waiver and Acknowledgments. (ai) The Each Guarantor Party hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 10 (other than any notice expressly required by the Loan Documents) 7 and any requirement that any Credit Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party Obligor or any other PersonPerson or any Collateral. (ba) The Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 10 7 and acknowledges that this Article 10 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future. (cb) The Each Guarantor Party hereby unconditionally and irrevocably waives any defense (i) arising by reason of any claim or defense based upon an election of remedies by any Credit Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the such Guarantor Party or other rights of the such Guarantor Party to proceed against any of the other Loan PartiesObligors, any other guarantor or any other Person and or any Collateral; (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the such Guarantor Party under this Article 107; (iii) arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower, any other Guarantor Party or any Obligor 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, any other Guarantor Party or any Obligor from any cause other than payment in full of the Guaranteed Obligations; (iv) 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; (v) based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (vi) based on any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder; (vii) based on the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof; (viii) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (ix) 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 hereof. (dc) The Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of any Credit Secured Party to disclose to the such Guarantor Party any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Borrower Party or any of its Subsidiaries now or hereafter known by such Credit Secured Party. (ed) The Each Guarantor Party acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 10 7 are knowingly made in contemplation of such benefits.