Common use of Waivers and Acknowledgments Clause in Contracts

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other 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 Person or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor 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 Guaranteed Obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor 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 the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any Loan Party other Guarantor or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent, the Collateral Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against the Company, any of the other Loan PartiesGuarantor, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off off, limitation, discharge, termination or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Company or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. Each Guarantor has adequate means to obtain information from the Company and each Guarantor on a continuing basis concerning the financial condition of the Company and each Guarantor and its ability to perform its obligations under the Loan Documents and the Other Secured Agreements, and each Guarantor assumes responsibility for being and keeping informed of the financial condition of the Company, each Guarantor and their respective Subsidiaries and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, the other Loan Documents and the Other Secured Agreements and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any other Secured 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 or any Collateralcollateral. (bi) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cii) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor Parties or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderthe Company under this Company Guaranty. (diii) To The Company acknowledges that the extent permitted Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by lawnonjudicial sale, each Guarantor and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Lender Parties against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Law. (iv) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Lender Party to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Lender Party. (ev) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company 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 Section 2 11.02 and this Section 3 11.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor BRW hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, accelerationprotest, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty BRW Guaranty, and any requirement that the Administrative Agent or any of the other Secured Party Parties protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any of the other Loan Party Parties or any other Person or any of the Collateral. (b) To the extent permitted by law, each Guarantor BRW hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any the other Secured Party that Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor BRW or any other rights of such Guarantor BRW to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral of the Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderBRW under this BRW Guaranty. (dc) To the extent permitted by law, each Guarantor BRW hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any of the other Secured Party Parties to disclose to such Guarantor BRW any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any of the other Loan Party Parties or any of its their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such other Secured Party. (ed) Subject BRW hereby unconditionally waives any right to the terms of the other Loan Documentsrevoke this BRW Guaranty, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security and acknowledges that this BRW Guaranty is continuing in lieu of foreclosure, compromise or adjust any part of the nature and applies to all Guaranteed Obligations, make any other accommodation with whether existing now or in the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any securityfuture. (fe) Each Guarantor BRW hereby 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 Section 2 6.02 and in this Section 3 6.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any other Secured 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 or any Collateralcollateral. (bi) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cii) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor Parties or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderthe Company under this Company Guaranty. (diii) To The Company acknowledges that the extent permitted Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by lawnonjudicial sale, each Guarantor and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Lender Parties against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Law. (iv) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Lender Party to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Lender Party. (ev) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company 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 Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformancenon-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party Lender protect, secure, perfect or insure any Lien Encumbrance or any property subject thereto or exhaust any right or take any action against any Loan Party the Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor Borrower or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such the Guarantor hereunder. (d) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents this Agreement and that the waivers set forth in Section 2 9.02 and this Section 3 9.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor PPG 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party Lender or any Issuing 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor PPG hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor PPG hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender or any Issuing Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor PPG or other rights of such Guarantor PPG to proceed against any of the other Loan PartiesBorrowers, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor PPG hereunder. (d) To the extent permitted by law, each Guarantor PPG hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender or any Issuing Lender to disclose to such Guarantor PPG any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender or such Issuing Lender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to PPG hereby unconditionally and to the fullest extent permitted by applicable law, each Guarantor irrevocably waives any defense arising out by reason of any law, regulation, decree or order of any jurisdiction, or any other event, affecting any of the Guaranteed Obligations or any Credit Party’s rights with respect thereto, including (i) the application of any such election even though such election operates, pursuant to applicable law, to impair regulation, decree or to extinguish order, including any right prior approval, which would prevent the exchange of reimbursement a non-Dollar currency for Dollars or subrogation the remittance of funds outside of such jurisdiction or other right or remedy the unavailability of each Guarantor against the Borrower Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any other Guarantor suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any securityGovernmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such jurisdiction or any Governmental Authority that directly or indirectly deprives any Borrower of any assets or their use or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement). (f) Each Guarantor PPG acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents this Agreement and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To Each of the extent permitted by law, each Guarantor Guarantors hereby --------------------------- unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, accelerationprotest, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee, and any requirement that the Administrative Agent or any other Secured Party of the Guaranteed Parties protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any of the other Loan Party Parties or any other Person or any Collateral. (b) To Each of the extent permitted by law, each Guarantor Guarantors hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that the Guaranteed Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or any other rights of such Guarantor 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 setoff or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderunder this Guarantee. (dc) To Each of the extent permitted by law, each Guarantor Guarantors hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party of the Guaranteed Parties to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performanceliabilities (actual or contingent), properties or prospects of any of the other Loan Party Parties or any of its their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such other Secured Guaranteed Party. (d) Each of the Guarantors hereby unconditionally waives any right to revoke this Guarantee, and acknowledges that this Guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (e) Subject to the terms Each of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor Guarantors acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Finance Documents and that the waivers set forth in Section 2 and in this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured 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 or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor 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 the Administrative Agent or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or Lender exhaust any right or take any action against any Loan Party Borrower or any other Person or any CollateralPerson. (b) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan PartiesBorrowers, 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 Guaranteed Obligations obligations of such Guarantor the Company hereunder. (d) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents this Agreement and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformancenon-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty (other than any demand, presentment or notice required by the Transaction Documents) and any requirement that the Administrative Agent or any other Secured Guaranteed Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Transaction Party or any other Person or or, if applicable, any Collateral. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesTransaction Party, any other guarantor or any other Person or or, if applicable, any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Guaranteed Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Transaction Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Guaranteed Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing and sale arrangements contemplated by the Loan Transaction Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each The Guarantor 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Guaranteed 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 or any CollateralCash Collateral or other collateral. (b) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, regardless of whether existing now or in any Claim has been asserted with respect thereto as of the futuredate hereof. (c) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent OTS or any other Secured Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such the Guarantor or other rights of such the Guarantor to proceed against any of the other Loan PartiesFSB, OLS or any other guarantor or any other Person or any Cash Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such the Guarantor hereunder. (d) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent any Guaranteed Party or any other Secured Party OTS to disclose to such the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Guarantor, the FSB, OLS or any of its their Subsidiaries now or hereafter known by the Administrative Agent such Guaranteed Party or such other Secured PartyOTS. (e) Subject to the terms The Guarantor waives any and all notice of the other Loan Documentscreation, the Collateral Agent may foreclose on any Collateral held by it by one renewal, extension or more judicial or nonjudicial sales, accept an assignment accrual of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed ObligationsObligations and notice or proof of reliance by the Guaranteed Parties upon this Guaranty or acceptance of this Guaranty. The Guaranteed Obligations shall be conclusively deemed to have been created, make any other accommodation with the Borrower contracted or any other Guarantor incurred, or exercise any other right renewed, extended or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing amended in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any securityreliance upon this Guaranty. (f) Each The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements consummation of the Dissolution contemplated by the Loan Documents Plan and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor PPG 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party Lender or any Issuing 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor PPG hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor PPG hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender or any Issuing Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor PPG or other rights of such Guarantor PPG to proceed against any of the other Loan PartiesBorrowers, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off set‑off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor PPG hereunder. (d) To the extent permitted by law, each Guarantor PPG hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender or any Issuing Lender to disclose to such Guarantor PPG any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender or such Issuing Lender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to PPG hereby unconditionally and to the fullest extent permitted by applicable law, each Guarantor irrevocably waives any defense arising out by reason of any law, regulation, decree or order of any jurisdiction, or any other event, affecting any of the Guaranteed Obligations or any Credit Party’s rights with respect thereto, including (i) the application of any such election even though such election operates, pursuant to applicable law, to impair regulation, decree or to extinguish order, including any right prior approval, which would prevent the exchange of reimbursement a non-Dollar currency for Dollars or subrogation the remittance of funds outside of such jurisdiction or other right or remedy the unavailability of each Guarantor against the Borrower Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any other Guarantor suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any securityGovernmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such jurisdiction or any Governmental Authority that directly or indirectly deprives any Borrower of any assets or their use or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement). (f) Each Guarantor PPG acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents this Agreement and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, Each of Holdings and each Subsidiary Guarantor 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 the Guaranteed Obligations and this Guaranty except as expressly provided herein and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property Property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. (b) To the extent permitted by law, Each of Holdings and each Subsidiary Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty (except in connection with a sale or other disposition permitted by Section 8.02(e) and in the case of MLP Holdco and GP, following the consummation of a Qualified MLP IPO (but only if MLP Holdco or GP, as applicable, is not the MLP, an Intermediate Holdco, the Borrower General Partner or the Borrower Limited Partner)) and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, Each of Holdings and each Subsidiary Guarantor 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 the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Holdings or such Guarantor Subsidiary Guarantor, as applicable, or other rights of Holdings or such Guarantor Subsidiary Guarantor, as applicable, to proceed against any of the other Loan 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 Guaranteed Obligations of Holdings or such Guarantor Subsidiary Guarantor, applicable, hereunder. (d) To Each of Holdings and each Subsidiary Guarantor acknowledges that the extent permitted Collateral Agent may, without notice to or demand upon Holding or such Subsidiary Guarantor, as applicable, and without affecting the liability of Holdings or such Subsidiary Guarantor, as applicable, under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each of Holdings and each Subsidiary Guarantor hereby waives any defense (other than the defense of payment in full) to the recovery by the Collateral Agent and the other Secured Parties against Holdings or such Subsidiary Guarantor, as applicable, of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law, . (e) Each of Holdings and each Subsidiary Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to Holdings or such Guarantor Subsidiary Guarantor, as applicable, any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties Properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each of Holdings and each Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents Documents, Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements and that the waivers set forth in Section 2 11.02 and this Section 3 11.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably expressly waives promptness, diligence, notice of acceptance, presentment, demand for performance, protest, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and Guaranty, as well as any requirement that the Administrative Agent Agent, the Issuing Bank, any Lender or any other Secured Party Hedge Counterparty protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party Related Person or any other Person or any Collateral. (b) To the extent permitted by law, each The Guarantor hereby unconditionally expressly waives each and irrevocably every right to which it may be entitled by virtue of the suretyship law of the State of Texas including, without limitation, any rights it may have pursuant to Rule 31, Texas Rules of Civil Procedure, Section 17.001, Civil Practice and Remedies Code, and Chapter 34 of the Texas Business and Commerce Code. (c) The Guarantor hereby expressly waives any right to revoke this Guaranty Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cd) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably expressly waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, the Issuing Bank, the Lenders or any other Secured Party that the Hedge Counterparties which in any manner impairs, reduces, releases or otherwise adversely affects the Guarantor’s subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesRelated Persons, any other guarantor or any other Person or any Collateral collateral, and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor Guarantor’s obligations hereunder. (d) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor 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 the Administrative Agent or such other Secured Party. (e) Subject to The Guarantor acknowledges that the terms of the other Loan DocumentsAdministrative Agent may, without notice to, or demand upon, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, and without affecting or impairing in any way the liability of each the Guarantor hereunder. Pursuant to and under this Guaranty, foreclose under any Security Document by nonjudicial sale; the Guarantor hereby waives any defense to the fullest extent permitted recovery by the Administrative Agent, the Issuing Bank, any Lender and any Hedge Counterparties against the Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents Documents, and that the waivers set forth in Section 2 3 and this Section 3 4 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to VITAQUEST and collection of the Guaranteed Obligations: (a) To the extent permitted by law, each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent from Borrower or any other Secured Party protectperson liable thereon, secure, perfect or insure and in foreclosure of any Lien or security interest and sale of any property subject thereto serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that VITAQUEST make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any right remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any Loan Party law or statute that requires that Borrower or any other Person person be joined in, notified of or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason made part of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed action 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 Guaranteed Obligations of such Guarantor hereunder. Guarantor; (d) To the extent permitted by lawthat VITAQUEST preserve, each Guarantor hereby unconditionally and irrevocably waives insure or perfect any duty on the part security interest in collateral or sell or dispose of the Administrative Agent collateral in a particular manner or any other Secured Party at a particular time, provided that VITAQUEST's obligation to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects dispose of any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. Collateral in a commercially reasonable manner is not waived hereby; (e) Subject to the terms notice of the other Loan Documentsextensions, the Collateral Agent may foreclose on any Collateral held by it by one modifications, renewals, or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other accommodation with relationships between VITAQUEST, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever; (g) the right to assert against VITAQUEST any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor or exercise may have at any other right or remedy available to it time against the Borrower or any other Guarantorparty liable to VITAQUEST; (h) all defenses relating to invalidity, without affecting insufficiency, unenforceability, enforcement, release or impairing in impairment of VITAQUEST's lien on any way collateral, of the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable lawLoan Documents, each Guarantor waives any defense arising out or of any other guaranties held by VITAQUEST; (i) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (j) the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's own due diligence in making an independent appraisal of Borrower, Borrower's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each matters; and Guarantor against the has not relied upon VITAQUEST for information regarding Borrower or any other Guarantor or any securitycollateral. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. To the maximum extent permitted by Applicable Law: (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan PartiesBorrower, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor the Company hereunder. (d) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Loan Documents Notes and that the waivers set forth in Section 2 11.2 and this Section 3 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any other Secured 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 or any Collateralcollateral. (bi) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cii) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Credit Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor Subsidiary or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderthe Company under this Company Guaranty. (diii) To The Company acknowledges that the extent permitted Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by lawnonjudicial sale, each Guarantor and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Credit Parties against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law. (iv) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Credit Party to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Credit Party. (ev) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company 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 Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor 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 the applicable Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent Agent, any L/C Issuer or any other Secured 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all applicable Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, any L/C Issuer or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesBorrower, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law any duty on the part of the Administrative Agent Agent, any L/C Issuer or any other Secured Party Lender to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent Agent, such L/C Issuer or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the other Loan Documents and that the waivers set forth in Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To Each of the extent permitted by law, each Guarantor Guarantors --------------------------------------- hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, accelerationprotest, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee, and any requirement that the Administrative Agent or any other Secured Party of the Lender Parties protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any of the other Loan Party Parties or any other Person or any Collateral. (b) To Each of the extent permitted by law, each Guarantor Guarantors hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that the Lender Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or any other rights of such Guarantor 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 setoff or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderunder this Guarantee. (dc) To Each of the extent permitted by law, each Guarantor Guarantors hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party of the Lender Parties to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performanceliabilities (actual or contingent), properties or prospects of any of the other Loan Party Parties or any of its their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such other Secured Lender Party. (d) Each of the Guarantors hereby unconditionally waives any right to revoke this Guarantee, and acknowledges that this Guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (e) Subject to the terms Each of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor Guarantors 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 Section 2 and in this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Lender Party protect, secure, perfect or insure any Lien security interest or Lien, or any property subject thereto thereto, or exhaust any right or take any action against any Loan Party the Borrower or any other Person (including any Guarantor) or entity or any Collateralcollateral securing any Guaranteed Obligations. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the futurefuture (it being understood and agreed that if, notwithstanding the foregoing, any such revocation shall occur or be attempted, such revocation shall not in any event reduce or otherwise affect any Guarantor’s liability with respect to Guaranteed Obligations arising prior to receipt by the Administrative Agent and the Lender Parties of written notice of such revocation or attempted revocation). (c) To Each Guarantor hereby waives to the fullest extent permitted by applicable law, each Guarantor hereby unconditionally and irrevocably waives : (i) any rights to assert against the Administrative Agent and the Lender Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the Borrower, any other Guarantor or any other party liable to the Administrative Agent and the Lender Parties; (ii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; (iii) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or the Lender Parties; (iv) any other Secured Party act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Guarantor’s liability hereunder; and (v) any defense or benefit that in may be derived from or afforded by law which limits the liability of or exonerates guaranties or sureties or requires the Administrative Agent or the Lender Parties to exhaust remedies against the Borrower prior to commencing any manner impairs, reduces, releases action or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of foreclosure against such Guarantor or other rights its properties including, without limitation, the benefits of such Guarantor to proceed against any Sections 2787 through 2855, inclusive, and Sections 2899 and 3433 of the other Loan PartiesCalifornia Civil Code and any successor provisions to such Sections, 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 Guaranteed Obligations of such Guarantor hereundersimilar provisions under United States law. (d) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor 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 the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor 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 the Guaranteed Obligations and this Guaranty Guarantee and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or Lender exhaust any right or take any action against any Loan Party Borrower, any Guarantor or any other Person or any CollateralPerson. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guarantee and acknowledges that this Guaranty Guarantee is continuing in nature (in accordance with the terms hereof) and applies to all Guaranteed Obligations, whether existing now or in the future; provided that such Guarantor shall be automatically released from this Guarantee upon such Guarantor no longer being required to provide a Guarantee in accordance with Section 6.14 of the Revolving Credit Agreement. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesGuarantor, 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 Guaranteed Obligations of such Guarantor hereunder, (iii) any right to proceed against any Borrower, any Guarantor or any other party and (iv) any right to proceed against or exhaust any security held from any Borrower or any other party. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower, any Guarantor or any of its their respective Subsidiaries now or hereafter known by such Lender. Each Guarantor acknowledges that the Administrative Agent Lenders shall have no obligation to investigate the financial condition or such other Secured Partyaffairs of any Borrower, any Guarantor or any of their respective Subsidiaries. (e) Subject Each Guarantor hereby unconditionally and irrevocably waives any right (i) to require the terms Administrative Agent or any of the other Loan DocumentsLenders to first proceed against, the Collateral Agent may foreclose on initiate any Collateral held by it by one actions before a court or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the judge or authority, or enforce any other rights or security or claim payment from any Borrower or any other person, before claiming any amounts due from such Guarantor or exercise hereunder; (ii) to which it may be entitled to have the assets of any other right or remedy available to it against the Borrower or any other Guarantorperson first be used, without affecting applied or impairing in depleted as payment of the Borrowers’ obligations, prior to any way the liability of each amount being claimed from or paid by such Guarantor hereunder. Pursuant ; and (iii) to which it may be entitled to have claims against it, or assets to be used or applied as payment, divided between the Borrowers and to the fullest extent permitted by applicable law, each such Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or (including other right or remedy of each Guarantor against the Borrower or any other Guarantor or any securityGuarantors). (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefitsbenefits and with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law. (g) Each Guarantor confirms that it is aware of the content of the Credit Agreement and acknowledges and agrees that this Guarantee and any and all of its obligations under the Loan Documents shall be subject in all respects to the provisions set forth in the Credit Agreement as such provisions relate to and are applicable to such Guarantor (in any capacity).

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Guaranty Article VII and any requirement that any Lender or the Administrative Agent or any other 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 Borrower or any other Person or any CollateralPerson. (b) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty Article VII and acknowledges that the guaranty under this Guaranty Article VII is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Lender or the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan PartiesBorrower, 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 Guaranteed Obligations obligations of such Guarantor the Company hereunder. (d) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any duty on the part of any Lender or the Administrative Agent or any other Secured Party to disclose to such Guarantor the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by such Lender or the Administrative Agent or such other Secured PartyAgent. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents this Agreement and any Notes and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any the other Secured Party that Parties which in any manner impairs, reduces, releases or otherwise adversely affects the such Guarantor's subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or any other rights of such Guarantor to proceed against any of the Borrower, any other Loan PartiesGuarantor, any other guarantor or any other Person or any Collateral Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed such Guarantor's Obligations of such Guarantor hereunderunder this Guaranty. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties assets, nature of assets, liabilities, (including, without limitation, tax and environmental liabilities) or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 2 7.02 and in this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each The Guarantor 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 the Guaranteed Obligations and this Guaranty Guarantee and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or Lender exhaust any right or take any action against any Loan Party the Borrower or any other Person or any CollateralPerson. (b) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guarantee and acknowledges that this Guaranty Guarantee is continuing in nature (in accordance with the terms hereof) and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesGuarantor, 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 Guaranteed Obligations of such the Guarantor hereunder, (iii) any right to proceed against the Borrower or any other party and (iv) any right to proceed against or exhaust any security held from the Borrower or any other party. (d) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Borrower or any of its Subsidiaries now or hereafter known by such Lender. The Guarantor acknowledges that the Administrative Agent Lenders shall have no obligation to investigate the financial condition or such other Secured Partyaffairs of the Borrower or any of its Subsidiaries. (e) Subject The Guarantor hereby unconditionally and irrevocably waives any right (i) to require the terms Administrative Agent or any of the other Loan DocumentsLenders to first proceed against, the Collateral Agent may foreclose on initiate any Collateral held by it by one actions before a court or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with judge or authority, or enforce any other rights or security or claim payment from the Borrower or any other person, before claiming any amounts due from the Guarantor or exercise any other right or remedy available hereunder; (ii) to which it against may be entitled to have the assets of the Borrower or any other Guarantorperson first be used, without affecting applied or impairing in depleted as payment of the Borrower’s obligations, prior to any way amount being claimed from or paid by the liability of each Guarantor hereunder. Pursuant ; and (iii) to and which it may be entitled to the fullest extent permitted by applicable lawhave claims against it, each Guarantor waives any defense arising out of any such election even though such election operatesor assets to be used or applied as payment, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against divided between the Borrower or any other Guarantor or any securityand the Guarantor. (f) Each The Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefitsbenefits and with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law. (g) The Guarantor confirms that it is aware of the content of the Term Loan Agreement and acknowledges and agrees that this Guarantee and any and all of its obligations under the Loan Documents shall be subject in all respects to the provisions set forth in the Term Loan Agreement.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations: (a) To the extent permitted by law, each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent from Borrower or any other Secured Party protectperson liable thereon, secure, perfect or insure and in foreclosure of any Lien or security interest and sale of any property subject thereto serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that Bank (and, with respect to swap obligations, its affiliates) make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any right remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any Loan Party law or statute that requires that Borrower or any other Person person be joined in, notified of or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason made part of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed action 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 Guaranteed Obligations of such Guarantor hereunder. Guarantor; (d) To the extent permitted by lawthat Bank or its affiliates preserve, each Guarantor hereby unconditionally and irrevocably waives insure or perfect any duty on the part security interest in collateral or sell or dispose of the Administrative Agent collateral in a particular manner or any other Secured Party at a particular time, provided that Bank’s obligation to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects dispose of any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. Collateral in a commercially reasonable manner is not waived hereby; (e) Subject to the terms notice of the other Loan Documentsextensions, the Collateral Agent may foreclose on any Collateral held by it by one modifications, renewals, or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other accommodation with relationships between Bank, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert against Bank or exercise its affiliates any other right defense (legal or remedy available to it equitable), set-off, counterclaim, or claim that Guarantor may have at any time against the Borrower or any other Guarantorparty liable to Bank or its affiliates; (h) all defenses relating to invalidity, without affecting insufficiency, unenforceability, enforcement, release or impairing impairment of Bank or its affiliates’ lien on any collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any right to which Guarantor is or may become entitled to be subrogated to Bank or its affiliates’ rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable lawclaim, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor Bank or its affiliates against the Borrower or any security which Bank or its affiliates now has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (k) the right to marshalling of Xxxxxxxx’s assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor’s own due diligence in making an independent appraisal of Borrower, Xxxxxxxx’s business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank or its affiliates for information regarding Borrower or any security. collateral. FINANCIAL CONDITION. Guarantor warrants, represents and covenants to Bank and its affiliates that on and after the date hereof (fand with respect to Wellsford Properties, Inc., except as otherwise described in the Guarantor’s public reports): (a) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation fair saleable value of such benefits.Guarantor’s assets exceeds its

Waivers and Acknowledgments. D (a) To the extent permitted by law, each Each Subsidiary Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformancenon-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty (other than any demand, presentment or notice required by the Loan Documents) and any requirement that the Administrative Agent or any other Secured Guaranteed 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 or any Collateral. (b) To the extent permitted by law, each Each Subsidiary Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Subsidiary Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Subsidiary Guarantor or other rights of such Subsidiary Guarantor to proceed against any of the other Loan PartiesParty, 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 Guaranteed Obligations of such Subsidiary Guarantor hereunder. (d) To the extent permitted by law, each Each Subsidiary Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Guaranteed Party to disclose to such Subsidiary Guarantor 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 the Administrative Agent or such other Secured Guaranteed Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Subsidiary Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Lender and collection of the Guaranteed Obligations: (a) To the extent permitted by law, each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent from Borrower or any other Secured Party protectperson liable thereon, secure, perfect or insure and in foreclosure of any Lien or security interest and sale of any property subject thereto serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that Lender make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any right remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any Loan Party law or statute that requires that Borrower or any other Person person be joined in, notified of or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason made part of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed action 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 Guaranteed Obligations of such Guarantor hereunder. Guarantor; (d) To the extent permitted by lawthat Lender or its affiliates preserve, each Guarantor hereby unconditionally and irrevocably waives insure or perfect any duty on the part security interest in collateral or sell or dispose of the Administrative Agent collateral in a particular manner or any other Secured Party at a particular time, provided that Lender's obligation to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects dispose of any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. Collateral in a commercially reasonable manner is not waived hereby; (e) Subject to the terms notice of the other Loan Documentsextensions, the Collateral Agent may foreclose on any Collateral held by it by one modifications, renewals, or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other accommodation with relationships between Lender, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g) the right to assert against Lender or exercise its affiliates any other right defense (legal or remedy available to it equitable), set-off, counterclaim, or claim that Guarantor may have at any time against the Borrower or any other Guarantorparty liable to Lender or its affiliates; (h) all defenses relating to invalidity, without affecting insufficiency, unenforceability, enforcement, release or impairing impairment of Lender or its affiliates' lien on any collateral, of the Loan Documents, or of any other guaranties held by Lender; (i) any right to which Guarantor is or may become entitled to be subrogated to Lender or its affiliates' rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable lawclaim, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor Lender or its affiliates against the Borrower or any security which Lender or its affiliates now has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (k) the right to marshalling of Borrower's assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's own due diligence in making an independent appraisal of Borrower, Borrower's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Lender or its affiliates for information regarding Borrower or any securitycollateral. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Paying Agent or any other Secured 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Paying Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan PartiesPaying Agent or the Lenders, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor the Company hereunder. (d) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Paying Agent or any other Secured Party Lender to disclose to such Guarantor the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Paying Agent or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents this Agreement and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To Holdings and each of --------------------------- the extent permitted by law, each Guarantor Borrowers hereby unconditionally and irrevocably waives waive promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, accelerationprotest, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee, and any requirement that the Administrative Agent or any of the other Secured Party Parties protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any of the other Loan Party Parties or any other Person or any of the Collateral. (b) To Holdings and each of the extent permitted by law, each Guarantor Borrowers hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives waive (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any the other Secured Party that Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Holdings or such Guarantor Borrower or any other rights of Holdings or such Guarantor Borrower to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral of the Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of Holdings or such Guarantor hereunderBorrower under this Guarantee. (dc) To Holdings and each of the extent permitted by law, each Guarantor Borrowers hereby unconditionally and irrevocably waives waive any duty on the part of the Administrative Agent or any of the other Secured Party Parties to disclose to Holdings or such Guarantor Borrower any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any of the other Loan Party Parties or any of its their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such other Secured Party. (ed) Subject to the terms Holdings and each of the other Loan DocumentsBorrowers hereby unconditionally waive any right to revoke this Guarantee, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security and acknowledge that this Guarantee is continuing in lieu of foreclosure, compromise or adjust any part of the nature and applies to all Guaranteed Obligations, make any other accommodation with whether existing now or in the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any securityfuture. (fe) Each Guarantor acknowledges Holdings and each of the Borrowers hereby acknowledge that it they will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 6.02 and in this Section 3 6.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each The Guarantor 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 the Guaranteed Obligations and this Guaranty Guarantee and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or Lender exhaust any right or take any action against any Loan Party the Borrower or any other Person or any CollateralPerson. (b) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guarantee and acknowledges that this Guaranty Guarantee is continuing in nature (in accordance with the terms hereof) and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesGuarantor, 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 Guaranteed Obligations of such the Guarantor hereunder, (iii) any right to proceed against the Borrower or any other party and (iv) any right to proceed against or exhaust any security held from the Borrower or any other party. (d) To the extent permitted by law, each The Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such the Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Borrower or any of its Subsidiaries now or hereafter known by such Lender. The Guarantor acknowledges that the Administrative Agent Lenders shall have no obligation to investigate the financial condition or such other Secured Partyaffairs of the Borrower or any of its Subsidiaries. (e) Subject The Guarantor hereby unconditionally and irrevocably waives any right (i) to require the terms Administrative Agent or any of the other Loan DocumentsLenders to first proceed against, the Collateral Agent may foreclose on initiate any Collateral held by it by one actions before a court or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with judge or authority, or enforce any other rights or security or claim payment from the Borrower or any other person, before claiming any amounts due from the Guarantor or exercise any other right or remedy available hereunder; (ii) to which it against may be entitled to have the assets of the Borrower or any other Guarantorperson first be used, without affecting applied or impairing in depleted as payment of the Borrower’s obligations, prior to any way amount being claimed from or paid by the liability of each Guarantor hereunder. Pursuant ; and (iii) to and which it may be entitled to the fullest extent permitted by applicable lawhave claims against it, each Guarantor waives any defense arising out of any such election even though such election operatesor assets to be used or applied as payment, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against divided between the Borrower or any other Guarantor or any securityand the Guarantor. (f) Each The Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefitsbenefits and with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law. (g) The Guarantor confirms that it is aware of the content of the Bridge Loan Agreement and acknowledges and agrees that this Guarantee and any and all of its obligations under the Loan Documents shall be subject in all respects to the provisions set forth in the Bridge Loan Agreement.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other 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 Person or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor 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 Guaranteed Obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor 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 the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 1(a)Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To Each of Holdings and the extent permitted by law, each Guarantor Company 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured 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 Borrower or any other Person or any Collateralcollateral. (b) To Each of Holdings and the extent permitted by law, each Guarantor Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To Each of Holdings and the extent permitted by law, each Guarantor Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor Holdings or the Company or other rights of such Guarantor Holdings or the Company to proceed against any of the other Loan PartiesBorrower, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of Holdings or the Company hereunder (other than payment of such Guarantor hereunder.Guaranteed Obligations). Amendment No. 2 to Xerox Credit Agreement 7 (d) To Each of Holdings and the extent permitted by law, each Guarantor Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor Holdings or the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender. (e) Subject to Each of Holdings and the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Loan Documents Notes and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, protest or dishonor dishonor, notice of the existence or creation of any or all of the Secured Obligations, and any other notice with respect to any of the Guaranteed Secured Obligations and the guarantee contained in this Guaranty Section 2 and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Borrower, any Loan Party other Guarantor, any other Person, any Collateral, or any other Person or any Collateralsecurity. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty its guarantee hereunder and acknowledges that this Guaranty its guarantee hereunder is continuing in nature and applies to all Guaranteed of the Secured Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against the Borrower, any of the other Loan PartiesGuarantor, any other guarantor or any other Person or any Collateral or other security and (ii) any defense based on any right of set-off off, recoupment, or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor 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 respective Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 2 its guarantee hereunder and this Section 3 its other agreements herein are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to FRANKEL and collection of the Xxxxxxxeed Obligations: (a) To the extent permitted by law, each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent from Borrower or any other Secured Party protectperson liable thereon, secure, perfect or insure and in foreclosure of any Lien or security interest and sale of any property subject thereto serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that FRANKEL make demand upon, assxxx xxxims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any right remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any Loan Party such rights Guarantor might otherwise have had under any applicable law; (c) any law or statute that requires that Borrower or any other Person person be joined in, notified of or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason made part of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed action 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 Guaranteed Obligations of such Guarantor hereunder. Guarantor; (d) To the extent permitted by lawthat FRANKEL preserve, each Guarantor hereby unconditionally and irrevocably waives insure or pxxxxxx any duty on the part security interest in collateral or sell or dispose of the Administrative Agent collateral in a particular manner or any other Secured Party at a particular time, provided that FRANKEL'S obligation to disclose to such Guarantor 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 the Administrative Agent or such other Secured Party. disposx xx Xxxxateral in a commercially reasonable manner is not waived hereby; (e) Subject to the terms notice of the other Loan Documentsextensions, the Collateral Agent may foreclose on any Collateral held by it by one modifications, renewals, or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other accommodation with relationships between FRANKEL, Borrower and/or any xxxxxxxor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever; (g) the right to assert against FRANKEL any defense (legal xx xxxxtable), set-off, counterclaim, or claim that Guarantor or exercise may have at any other right or remedy available to it time against the Borrower or any other party liable to FRANKEL; (h) all defenses relaxxxx xx invalidity, insufficiency, unenforceability, enforcement, release or impairment of FRANKEL'S lien on any collaterxx, xx xxx Xxxnsaction Documents, or of any other guaranties held by FRANKEL; (i) any claim or xxxxxxx that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (j) the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's own due diligence in making an independent appraisal of Borrower, Borrower's business affairs xxx xxnancial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon FRANKEL for information regaxxxxx Xorrower or any collateral. FINANCIAL CONDITION. Guarantor warrants, represents and covenants to FRANKEL that on the date herexx: (x) the fair saleable value of Guarantor's assets exceeds its liabilities, Guarantor is meeting its current liabilities as they mature, and Guarantor is and shall remain solvent; (b) all financial statements of Guarantor furnished to FRANKEL are correct and acxxxxxxxy reflect the financial condition of Guarantor as of the respective dates thereof; (c) since the date of such financial statements, there has not occurred a material adverse change in the financial condition of Guarantor; and (d) there are not now pending any court or administrative proceedings or undischarged judgments against Guarantor, without affecting no federal or impairing state tax liens have been filed or threatened against Guarantor, and Guarantor is not in default or claimed default under any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any securityagreement. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To Except as otherwise expressly provided in this Agreement and/or the extent permitted by lawother Loan Documents, each Guarantor 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 the Guaranteed Obligations and this the Guaranty and any requirement that the Administrative Agent Agent, any L/C Issuer or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or Lender exhaust any right or take any action against any Loan Party or any other Person or any Collateral.Person. 179 (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this its Secured Obligations with respect to the Guaranty and acknowledges that this Guaranty is such Secured Obligations are continuing in nature and applies apply to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, any L/C Issuer or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor 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 Guaranteed Secured Obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent Agent, any L/C Issuer or any other Secured Party Lender to disclose to such Guarantor 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 the Administrative Agent Agent, any L/C Issuer or such other Secured Partyany Lender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Lenders and collection of the Guaranteed Obligations: (a) To the extent permitted by law, each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent from Borrower or any other Secured Party protectperson liable thereon, secure, perfect or insure and in foreclosure of any Lien or security interest and sale of any property subject thereto serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that Lenders make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any right remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any Loan Party law or statute that requires that Borrower or any other Person person be joined in, notified of or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason made part of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed action 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 Guaranteed Obligations of such Guarantor hereunder. Guarantor; (d) To the extent permitted by lawthat Lenders or its affiliates preserve, each Guarantor hereby unconditionally and irrevocably waives insure or perfect any duty on the part security interest in collateral or sell or dispose of the Administrative Agent collateral in a particular manner or any other Secured Party at a particular time, provided that Lenders’ obligation to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects dispose of any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. Collateral in a commercially reasonable manner is not waived hereby; (e) Subject to the terms notice of the other Loan Documentsextensions, the Collateral Agent may foreclose on any Collateral held by it by one modifications, renewals, or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other accommodation with relationships between the Lenders, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor or exercise any other may be entitled; (g) the right or remedy available to it assert against the Lenders or its affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other Guarantorparty liable to the Lenders or its affiliates; (h) all defenses relating to invalidity, without affecting insufficiency, unenforceability, enforcement, release or impairing impairment of the Lenders or their respective affiliates’ lien on any collateral; (i) any right to which Guarantor is or may become entitled to be subrogated to Lenders or its affiliates’ rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable lawclaim, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor the Lenders or its affiliates against the Borrower or any security which the Lenders or its affiliates now has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (k) the right to marshalling of Borrower’s assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor’s own due diligence in making an independent appraisal of Borrower, Xxxxxxxx's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon the Lenders or their respective affiliates for information regarding Borrower or any securitycollateral. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to SIMON and collection of the Guxxxxxeed Obligations: (a) To the extent permitted by law, each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent from Borrower or any other Secured Party protectperson liable thereon, secure, perfect or insure and in foreclosure of any Lien or security interest and sale of any property subject thereto serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that SIMON make demand upon, assert xxxxms against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any right remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any Loan Party such rights Guarantor might otherwise have had under any applicable law; (c) any law or statute that requires that Borrower or any other Person person be joined in, notified of or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason made part of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed action 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 Guaranteed Obligations of such Guarantor hereunder. Guarantor; (d) To the extent permitted by lawthat SIMON preserve, each Guarantor hereby unconditionally and irrevocably waives insure or perfect any duty on the part security interest in collateral or sell or dispose of the Administrative Agent collateral in a particular manner or any other Secured Party at a particular time, provided that SIMON'S obligation to disclose to such Guarantor 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 the Administrative Agent or such other Secured Party. dispose xx Xxxlateral in a commercially reasonable manner is not waived hereby; (e) Subject to the terms notice of the other Loan Documentsextensions, the Collateral Agent may foreclose on any Collateral held by it by one modifications, renewals, or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other accommodation with relationships between SIMON, Borrower and/or any guxxxxxor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever; (g) the right to assert against SIMON any defense (legal ox xxxitable), set-off, counterclaim, or claim that Guarantor or exercise may have at any other right or remedy available to it time against the Borrower or any other Guarantorparty liable to SIMON; (h) all defenses relaxxxx to invalidity, without affecting insufficiency, unenforceability, enforcement, release or impairing in impairment of SIMON'S lien on any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable lawcollateral, each Guarantor waives any defense arising out xx xxx Xxansaction Documents, or of any other guaranties held by SIMON; (i) any claim or dxxxxxe that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (j) the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's own due diligence in making an independent appraisal of Borrower, Borrower's business affairs xxx xxnancial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each matters; and Guarantor against the Borrower has not relied upon SIMON for information regardixx Xxrrower or any other Guarantor or any securitycollateral. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any other 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 Person or any Collateralcollateral. (bi) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cii) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor Subsidiary or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderthe Company under this Company Guaranty. (diii) To The Company acknowledges that the extent permitted Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by lawnonjudicial sale, each Guarantor and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law. (iv) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Party. (ev) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company 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 Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Guaranty Article XI and any requirement that the Administrative Agent or any other Secured 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 or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty Article XI and acknowledges that this Guaranty Article XI is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor the Company hereunder. (d) To The Company acknowledges that the extent permitted Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Article XI, foreclose under any mortgage by nonjudicial sale, and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Lenders against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law, each Guarantor . (e) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any securityLender. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent Agent, any Lender or any other Secured Party Hedge Bank 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 or any Collateralcollateral. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, any Lender or any other Secured Party Hedge Bank that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such 79 (d) Each Guarantor waives any claim, right or other rights of remedy, direct or indirect, that such Guarantor to proceed now has or may hereafter have against any of the other Loan Parties, any other guarantor Party or any other Person of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (i) any Collateral and right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against any such Loan Party, (ii) any defense based on right to enforce, or to participate in, any claim, right or remedy that the Administrative Agent, any Lender or any Hedge Bank now has or may hereafter have against any Loan Party, and (iii) any benefit of, and any right of set-off to participate in, any collateral or counterclaim against security now or in respect of hereafter held by the Guaranteed Obligations Administrative Agent, any Lender or any Hedge Bank. (e) Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor hereunderunder this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent, the Lenders and the Hedge Banks against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (df) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent Agent, any Lender or any other Secured Party Hedge Bank to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, any other Loan Party or any of its their Subsidiaries now or hereafter known by the Administrative Agent Agent, such Lender or such other Secured PartyHedge Bank. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (fg) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the other Loan Documents and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan PartiesAgent or the Lenders, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor the Company hereunder. (d) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents this Agreement and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.. Five Year Credit Agreement

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other 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 Person or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed ObligationsGuaranty, whether existing now or diligence, presentment, demand of payment, filing of claims with a court in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason event of any claim receivership or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any bankruptcy of the other Loan Parties, any other guarantor Seller or any other Person (other than Guarantor to the extent required by the Bankruptcy Code), protest or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in notice with respect of to the Guaranteed Obligations Obligations, all presentments, demands for performance, notices of such Guarantor nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guaranty, and all other notices or demands whatsoever (and shall not require that the same be made on the Seller as a condition precedent to Guarantor’s obligations hereunder). (db) To The Beneficiary is hereby authorized, without notice or demand and without affecting the extent permitted by lawliability of Guarantor hereunder, each Guarantor hereby unconditionally and irrevocably waives any duty on from time to time, (i) to renew, extend, accelerate or otherwise change the part of the Administrative Agent time for payment of, or any other Secured Party to disclose to such Guarantor any matterterms relating to, fact all 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 the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make or to otherwise modify, amend or change the terms of the Membership Interest Purchase Agreement (including the addition or substitution of any other accommodation Person now or hereafter liable with respect to any Guaranteed Obligation); (ii) to accept partial payments on all or any part of the Borrower Guaranteed Obligations; (iii) to take and hold security or collateral for the payment of all or any part of the Guaranteed Obligations, this Guaranty, or any other Guarantor guaranties of all or exercise any other right part of the Guaranteed Obligations; (iv) to exchange, enforce, waive and release any such security or remedy available collateral; (v) to apply such security or collateral and direct the order or manner of sale thereof as in its discretion it against may determine; and (vi) to settle, release, exchange, enforce, waive, compromise or collect or otherwise liquidate all or any part of the Borrower Guaranteed Obligations or any other guaranty of all or any part of the Guaranteed Obligations, and any security or collateral for the Guaranteed Obligations or for any such guaranty, irrespective of the effect on the contribution or subrogation rights of Guarantor. Any of the foregoing may be done in any manner, without affecting or impairing in any way the liability obligations of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Lenders and collection of the Guaranteed Obligations: (a) To the extent permitted by law, each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent from Borrower or any other Secured Party protectperson liable thereon, secure, perfect or insure and in foreclosure of any Lien or security interest and sale of any property subject thereto serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that Lenders make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any right remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any Loan Party law or statute that requires that Borrower or any other Person person be joined in, notified of or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason made part of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed action 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 Guaranteed Obligations of such Guarantor hereunder. Guarantor; (d) To the extent permitted by lawthat Lenders or its affiliates preserve, each Guarantor hereby unconditionally and irrevocably waives insure or perfect any duty on the part security interest in collateral or sell or dispose of the Administrative Agent collateral in a particular manner or any other Secured Party at a particular time, provided that Lenders’ obligation to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects dispose of any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. Collateral in a commercially reasonable manner is not waived hereby; (e) Subject to the terms notice of the other Loan Documentsextensions, the Collateral Agent may foreclose on any Collateral held by it by one modifications, renewals, or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other accommodation with relationships between the Lenders, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor or exercise any other may be entitled; (g) the right or remedy available to it assert against the Lenders or its affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other Guarantorparty liable to the Lenders or its affiliates; (h) all defenses relating to invalidity, without affecting insufficiency, unenforceability, enforcement, release or impairing impairment of the Lenders or their respective affiliates’ lien on any collateral; (i) any right to which Guarantor is or may become entitled to be subrogated to Lenders or its affiliates’ rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable lawclaim, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor the Lenders or its affiliates against the Borrower or any security which the Lenders or its affiliates now has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (k) the right to marshalling of Borrower’s assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor’s own due diligence in making an independent appraisal of Borrower, Borrower's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon the Lenders or their respective affiliates for information regarding Borrower or any securitycollateral. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives promptnesswaives: (a) Promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformancenon-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and or this Guaranty and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property Property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.; (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any Any right to revoke this Guaranty and acknowledges Guaranty, such Guarantor acknowledging that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.; (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or Any defense based upon an election of remedies by the Administrative Agent or any other a Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or contribution, indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesParty, any other guarantor or any other Person or any Collateral Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor hereunder.; (d) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any Any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties Property or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other any Secured Party.; (e) Subject All rights that it may have now or in the future under any Applicable Law to compel any Credit Party or Issuing Bank to marshal any assets or to proceed against any Person or security for the terms payment or performance of any of the Guaranteed Obligations before, or as a condition to, proceeding against such Guarantor; (f) All other Loan Documentsdefenses available to a surety, the Collateral Agent may foreclose on any Collateral held by it by one guarantor or more judicial or nonjudicial sales, accept an assignment accommodation co-obligor other than Full Payment of any such security in lieu of foreclosure, compromise or adjust any part all of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) ; Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing and arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 herein are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a1) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, protest or dishonor dishonor, notice of the existence or creation of any or all of the Obligations, and any other notice with respect to any of the Guaranteed Obligations and the guarantee contained in this Guaranty Article II and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Borrower, any Loan Party other Guarantor, any other Person, any Collateral, or any other Person or any Collateralsecurity. (b2) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty its guarantee hereunder and acknowledges that this Guaranty its guarantee hereunder is continuing in nature and applies to all Guaranteed of the Obligations, whether existing now or in the future. (c3) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against the Borrower, any of the other Loan PartiesGuarantor, any other guarantor or any other Person or any Collateral or other security and (ii) any defense based on any right of set-off off, recoupment, or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunder. (d4) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor 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 respective Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f5) Each Guarantor 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 Section 2 its guarantee hereunder and this Section 3 its other agreements herein are knowingly made in contemplation of such benefits. (6) Each Guarantor unconditionally and irrevocably waives any and all rights and defenses that it may now or hereafter have under Chapter 34 of the Texas Business and Commerce Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Rule 31 of the Texas Rules of Civil Procedure and Sections 51.003, 51.004, and 51.005 of the Texas Property Code.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor MLP 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 the Parent Guaranteed Obligations and this Parent Guaranty and any requirement that the Administrative Agent or any other 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 Person or any Collateral. (b) To the extent permitted by law, each Guarantor MLP hereby unconditionally and irrevocably waives any right to revoke this Parent Guaranty and acknowledges that this Parent Guaranty is continuing in nature and applies to all Parent Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor MLP hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor MLP or other rights of such Guarantor MLP to proceed against any of the other Loan Transaction 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 Parent Guaranteed Obligations of such Guarantor MLP hereunder. (d) To the extent permitted by law, each Guarantor MLP hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor MLP any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Transaction Party or any of its the Borrower’s Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party.. 158 Alliance Resource (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Parent Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor MLP hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor MLP waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor MLP against the Borrower or any other Guarantor or any security. (f) Each Guarantor MLP 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 Section 2 9.02 and this Section 3 9.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent any Lender Party, any Hedge Bank or any other Secured Party Operating Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Borrower, any Loan Party Party, any Hedge Subsidiary, any other Subsidiary of the Borrower party to any Operating Indebtedness Agreement or any other Person or any Collateral. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent any Lender Party or any other Secured Party Hedge Bank or any Operating Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or any other rights of such Guarantor to proceed against any of the other Loan Parties, any Hedge Subsidiary, any such Subsidiary of the Borrower, 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 Guaranteed Obligations of such Guarantor hereunder. (d) To Each Guarantor acknowledges that the extent permitted Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Agent and the other Lender Parties and the Hedge Banks and the Operating Lenders against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law, each . (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent any Lender Party, any Hedge Bank, or any other Secured Party Operating Lender to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent such Lender Party, Hedge Bank or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any securityOperating Lender. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents Documents, the Hedge Agreements and the Operating Indebtedness Agreements, and that the waivers set forth in Section 2 hereof and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any other Secured 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 or any Collateralcollateral. (bi) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cii) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor Parties or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderthe Company under this Company Guaranty. (diii) To The Company acknowledges that the extent permitted Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by lawnonjudicial sale, each Guarantor and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Lender Parties against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Law. (iv) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Lender Party to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Lender Party. (ev) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company 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 Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any other Secured 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 or any Collateralcollateral. (bi) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cii) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor Parties or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderthe Company under this Company Guaranty. (diii) To The Company acknowledges that the extent permitted Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by lawnonjudicial sale, each Guarantor and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Lender Parties against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicableApplicable Law. (iv) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Lender Party to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Lender Party. (ev) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company 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 Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan PartiesBorrower, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor the Company hereunder. (d) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Loan Documents Notes and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. GUARANTOR WAIVES AND RELEASES THE FOLLOWING RIGHTS, DEMANDS, AND DEFENSES that such Guarantor may have with respect to Agent or any Lender and collection of the Guaranteed Obligations: (a) To the extent permitted by law, each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations from Borrower or any other person liable thereon, and this Guaranty and in foreclosure of any requirement security interest serving as collateral for the Guaranteed Obligations; (b) any law or statute that the Administrative requires that Agent or any Lender make demand upon, assert claims against, or collect from Borrower or other Secured Party protectpersons or entities, secureforeclose any security interest, perfect or insure any Lien or any property subject thereto or exhaust any right remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against any Loan Party Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under any applicable law; (c) any law or statute that requires that Borrower or any other Person person be joined in, notified of or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason made part of any claim or defense based upon an election of remedies by the Administrative action against Guarantor; (d) that Agent or any other Secured Party that Lender preserve, insure or perfect any security interest in any collateral or sell or dispose of collateral in a particular manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor 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 Guaranteed Obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor 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 the Administrative Agent or such other Secured Party. at a particular time; (e) Subject to the terms notice of the other Loan Documentsextensions, the Collateral Agent may foreclose on any Collateral held by it by one modifications, renewals, or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other accommodation with relationships between Agent, any Lender, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever; (g) the right to assert against Agent or any Lender any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor or exercise may have at any other right or remedy available to it time against the Borrower or any other Guarantorparty liable to Agent or any Lender; (h) all defenses relating to invalidity, without affecting insufficiency, unenforceability, enforcement, release or impairing in impairment of Agent's or any way Lender's lien on any collateral, of the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable lawLoan Documents, each Guarantor waives any defense arising out or of any other guaranties held by Agent or any Lender; (i) any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (j) the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon its own due diligence in making its own independent appraisal of Borrower, Borrower's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making its own independent appraisal of such election even though such election operates, pursuant to applicable law, to impair matters; and Guarantor has not relied upon and will not hereafter rely upon Agent or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Lender for information regarding Borrower or any other Guarantor or any securitycollateral. (f) Each Guarantor 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 Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any other Secured 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 or any Collateralcollateral. (bi) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cii) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Credit Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor Subsidiary or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderthe Company under this Company Guaranty. (diii) To The Company acknowledges that the extent permitted Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by lawnonjudicial sale, each Guarantor and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Lender Parties against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law. 145501075_6 (iv) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Credit Party to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Credit Party. (ev) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company 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 Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Parent 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 the Guaranteed Obligations and this Guaranty Parent Guaranty, and any requirement that any of the Administrative Agent Agents or any of the other Secured Party Parties protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any of the other Loan Party Parties or any other Person or any Collateral. (b) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor The Parent hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agents or any the other Secured Party Parties that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Parent or any other rights of such Guarantor the Parent to proceed against the Borrower, any Subsidiary Guarantor, any of the other Loan Parties, any other guarantor or any other Person or any Collateral Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderthe Parent under this Parent Guaranty. (dc) To the extent permitted by law, each Guarantor The Parent hereby unconditionally and irrevocably waives any duty on the part of any of the Administrative Agent Agents or any of the other Secured Party Parties to disclose to such Guarantor the Parent any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any of the other Loan Party Parties or any of its their respective Subsidiaries now or hereafter known by the Administrative such Agent or such other Secured Party. (ed) Subject The Parent hereby unconditionally and irrevocably waives any right to the terms of the other Loan Documentsrevoke this Parent Guaranty, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security and acknowledges that this Parent Guaranty is continuing in lieu of foreclosure, compromise or adjust any part of the nature and applies to all Guaranteed Obligations, make any other accommodation with whether existing now or in the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any securityfuture. (fe) Each Guarantor The Parent hereby 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 Section 2 8.02 and in this Section 3 8.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor PPG 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party Lender or the Issuing 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Guarantor PPG hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Guarantor PPG hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender or the Issuing Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor PPG or other rights of such Guarantor PPG to proceed against any of the other Loan PartiesBorrowers, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor PPG hereunder. (d) To the extent permitted by law, each Guarantor PPG hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender or the Issuing Lender to disclose to such Guarantor PPG any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender or the Issuing Lender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to PPG hereby unconditionally and to the fullest extent permitted by applicable law, each Guarantor irrevocably waives any defense arising out by reason of any law, regulation, decree or order of any jurisdiction, or any other event, affecting any of the Guaranteed Obligations or any Credit Party’s rights with respect thereto, including (i) the application of any such election even though such election operates, pursuant to applicable law, to impair regulation, decree or to extinguish order, including any right prior approval, which would prevent the exchange of reimbursement a non-Dollar currency for Dollars or subrogation the remittance of funds outside of such jurisdiction or other right or remedy the unavailability of each Guarantor against the Borrower Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any other Guarantor suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any securitygovernmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such jurisdiction or any governmental authority that directly or indirectly deprives any Borrower of any assets or their use or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement). (f) Each Guarantor PPG acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents this Agreement and that the waivers set forth in Section 2 7.02 and this Section 3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To Guarantor waives and releases the extent permitted by lawfollowing rights, each demands, and defenses Guarantor 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 may have with respect to Lender (and, with respect to Obligations, any Lender Affiliate) and collection of the Guaranteed Obligations: a. promptness and diligence in collection of any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent from Debtor or any other Secured Party protectperson liable thereon, secure, perfect or insure and in foreclosure of any Lien or security interest and sale of any property subject thereto serving as collateral for the Guaranteed Obligations b. any law or statute that requires that Lender (and, with respect to Obligations, any Lender Affiliate) make demand on, assert claims against, or collect from Debtor or other persons or entities, foreclose any security interest, sell collateral, exhaust any right remedies, or take any other action against Debtor or other persons or entities before making demand on, collecting from, or taking action against Guarantor with respect to the Guaranteed Obligations, including any Loan Party such rights Guarantor might otherwise have had under the provisions of the Michigan Compiled Laws, and any successor statute and any other applicable law c. any law or statute that requires that Debtor or any other Person person be joined in, notified of, or made part of any action against Guarantor d. that Lender or any Collateral.Lender Affiliate preserve, insure, or perfect any security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time, provided that Lender’s obligation to dispose of Collateral in a commercially reasonable manner is not waived (b) To the extent permitted by lawe. notice of extensions, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligationsmodifications, whether existing now renewals, or in the future. (c) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor 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 Guaranteed Obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor 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 the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other relationships between Lender, any Lender Affiliate, Debtor, and/or any other accommodation with Guarantor, and of changes in the Borrower financial condition of, ownership of, or any other Guarantor or exercise any other right or remedy available to it against the Borrower business structure of Debtor or any other Guarantor f. presentment, without affecting protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled g. the right to assert against Lender or impairing any Lender Affiliate any defense (legal or equitable), setoff, counterclaim, or claim that Guarantor may have at any time against Debtor or any other party liable to Lender or any Lender Affiliate h. any right to which Guarantor is or may become entitled to be subrogated to Lender’s or any Lender Affiliate’s rights against Debtor or to seek contribution, reimbursement, indemnification, payment, or the like, or participation in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable lawclaim, each Guarantor waives any defense arising out of any such election even though such election operatesright, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower Lender or any other Guarantor Lender Affiliate against Debtor or any security.security that Lender or any Lender Affiliate now has or later acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period i. any claim or defense that acceleration of maturity of the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason, including the bankruptcy or insolvency of that person or entity (f) Each j. the right to marshaling of Debtor’s assets or the benefit of any exemption claimed by Guarantor Guarantor acknowledges and represents that it Guarantor has relied on Guarantor’s own due diligence in making an independent appraisal of Debtor, Debtor’s business affairs and financial condition, and any collateral; Guarantor will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation continue to be responsible for making an independent appraisal of such benefitsmatters; and Guarantor has not relied on Lender or any Lender Affiliate for information regarding Debtor or any collateral.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, notice of dishonor, protest or dishonor dishonor, notice of the existence, creation, increase, extension or renewal of any of the Guarantied Obligations, and any and all other notice notices and demands whatsoever with respect to any of the Guaranteed Guarantied Obligations and this Guaranty Guaranty, and any requirement that the Administrative Agent or any other Secured Party Lender protect, preserve, secure, perfect or insure any Lien lien or any property subject thereto or exhaust any right or remedy or take any action against Borrower, any Loan Party other Person, any collateral, or any other Person guarantor or surety or any Collateralother Person. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Guarantied Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any set-off, defense or counterclaim arising by reason of any claim or defense based upon an election the exercise of any rights or remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or surety or any other Person Person, or any Collateral collateral or other security and (ii) any defense or counterclaim based on any right of set-off off, recoupment or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor hereunder, whether arising under any Loan Document, any Law or otherwise. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor 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 Borrower now or hereafter known by the Administrative Agent or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 2 3 and this Section 3 4 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, Each of Group and each Subsidiary Guarantor 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 the Guaranteed Obligations and this Guaranty Guaranty, and any requirement that the Administrative Agent or any other Secured Party the Collateral Agent protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any Loan Party other Obligor or any other Person or any Collateral. (b) To the extent permitted by law, Each of Group and each Subsidiary Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, Each of Group and each Subsidiary Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Collateral Agent or any other Secured Party that which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Group or such Subsidiary Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesObligors, any other guarantor or any other Person or any Collateral Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of Group or such Subsidiary Guarantor hereunder. (d) To Each of Group and each Subsidiary Guarantor acknowledges that the extent permitted Agent or the Collateral Agent may, without notice to or demand upon Group or such Subsidiary Guarantor and without affecting the liability of Group or such Subsidiary Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and Group and each Subsidiary Guarantor hereby waives any defense to the recovery by the Agent or the Collateral Agent against Group or such Subsidiary Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law, . (e) Each of Group and each Subsidiary Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party the Collateral Agent to disclose to Group or any such Subsidiary Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Obligor or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any securityPerson. (f) Each of Group and each Subsidiary Guarantor 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 Section 2 10.2 and this Section 3 10.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor 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 the applicable Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent Agent, any L/C Issuer or any other Secured 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all applicable Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, any L/C Issuer or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesBorrower, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law any duty on the part of the Administrative Agent Agent, any L/C Issuer or any other Secured Party Lender to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent Agent, such L/C Issuer or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the other Loan Documents and that the waivers set forth in Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.. AMERICAS/2022747386.20

Waivers and Acknowledgments. Obligor waives and relxxxxx the following rights, demands, and defenses Obligor may have with respect to FRANKEL and collection of the Guaranteed Obligations: (a) To the extent permitted by law, each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice dxxxxxxxe in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations from any person liable thereon, and this Guaranty in foreclosure of any security interest and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or sale of any property subject thereto serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that FRANKEL make demand upon, assert claims against, or collect from any pxxxxxx or entities, foreclose any security interest, sell collateral, exhaust any right remedies, or take any other action against any Loan Party persons or any other Person entities prior to making demand upon, collecting from or any Collateral. (b) To taking action against Obligor with respect to the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. including any such rights Obligor might otherwise have had under any applicable law; (c) To the extent permitted by lawany law or statute that requires that any person be joined in, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason notified of or made part of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed action 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 Guaranteed Obligations of such Guarantor hereunder. Obligor; (d) To the extent permitted by lawthat FRANKEL preserve, each Guarantor hereby unconditionally and irrevocably waives insure or perfect any duty on the part security interest in collateral ox xxxx or dispose of the Administrative Agent collateral in a particular manner or any other Secured Party at a particular time, provided that FRANKEL's obligation to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects dispose of any other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. Collateral in a commercially reasonabxx xxxxxx is not waived hereby; (e) Subject to the terms notice of the other Loan Documentsextensions, the Collateral Agent may foreclose on any Collateral held by it by one modifications, renewals, or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part novations of the Guaranteed Obligations, make of any new transactions or other accommodation with relationships between FRANKEL, Obligor and/or any guarantor, and of changes in the Borrower financial xxxxxtion of, ownership of, or business structure of Obligor or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. guarantor; (f) Each Guarantor presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever; (g) the right to assert against FRANKEL any defense (legal or equitable), set-off, counterclaim, or claxx xxxx Obligor may have at any time against any party liable to FRANKEL; (h) all defenses relating to invalidity, insufficiency, unexxxxxxxbility, enforcement, release or impairment of FRANKEL's lien on any collateral, or the Transaction Documents, or of any xxxxx xxxxxxties held by FRANKEL; (i) any claim or defense that acceleration of maturity of thx Xxxxxnteed Obligations is stayed against Obligor because of the stay of assertion or of acceleration of claims against any other person or entity for any reason including the bankruptcy or insolvency of that person or entity; and (j) the benefit of any exemption claimed by Obligor. Obligor acknowledges and represents that it Obligor has relied upon Obligor's own due diligence in making an independent appraisal of AHDC, AHDC's business affairs and financial condition, and any collateral; and Obligor will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation continue to be responsible for making an independent appraisal of such benefitsmatters. FINANCIAL CONDITION. Obligor warrants, represents and covenants to FRANKEL that on the date hereof: (a) the fair saleable value of Obligor's xxxxxx exceeds its liabilities, Obligor is meeting its current liabilities as they mature, and Obligor is and shall remain solvent; (b) all financial statements of Obligor furnished to FRANKEL are correct and accurately reflect the financial condition of Obxxxxx as of the respective dates thereof; (c) since the date of such financial statements, there has not occurred a material adverse change in the financial condition of Obligor; and (d) there are not now pending any court or administrative proceedings or undischarged judgments against Obligor, no federal or state tax liens have been filed or threatened against Obligor, and Obligor is not in default or claimed default under any agreement. APPLICATION OF PAYMENTS. Monies received from any source by FRANKEL for application toward payment of the Guaranteed Obligations may xx xxxlied to such Guaranteed Obligations in any manner or order deemed appropriate by FRANKEL.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor 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 the applicable Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent Agent, any L/C Issuer or any other Secured 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 Borrower or any other Person or any Collateralcollateral. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all applicable Guaranteed Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law (i) any defense arising by reason of any claim or defense 97 Lululemon Credit Agreement based upon an election of remedies by the Administrative Agent Agent, any L/C Issuer or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan PartiesBorrower, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law any duty on the part of the Administrative Agent Agent, any L/C Issuer or any other Secured Party Lender to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent Agent, such L/C Issuer or such other Secured PartyLender. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the other Loan Documents and that the waivers set forth in Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, protest or dishonor dishonor, notice of the existence or creation of any or all of the Secured Obligations, and any other notice with respect to any of the Guaranteed Secured Obligations and the guarantee contained in this Guaranty Section 2 and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Borrower, any Loan Party other Guarantor, any other Person, any Collateral, or any other Person or any Collateralsecurity. (b) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty its guarantee hereunder and acknowledges that this Guaranty its guarantee hereunder is continuing in nature and applies to all Guaranteed of the Obligations, whether existing now or in the future. (c) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against the Borrower, any of the other Loan PartiesGuarantor, any other guarantor or any other Person or any Collateral or other security and (ii) any defense based on any right of set-off off, recoupment, or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunder. (d) To the extent permitted by law, each Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor 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 respective Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. (e) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor 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 Section 2 its guarantee hereunder and this Section 3 its other agreements herein are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured 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 Borrower or any other Person or any Collateralcollateral. (ba) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cb) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan PartiesBorrower, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed Obligations obligations of such Guarantor the Company hereunder. (dc) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party Lender to disclose to such Guarantor the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or AMERICAS/2024254939.6 151 Sealed Air – 4th A&R Syndicated Facility Agt prospects of any other Loan Party Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such other Secured PartyLender. (ed) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents this Agreement and any Notes and that the waivers set forth in Section 2 7.03 and this Section 3 7.04 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Guaranteed 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 or any Collateral. (b) To the extent permitted by law, each Guarantor collateral. The Company hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (ca) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral collateral and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor the Company hereunder. (db) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Guaranteed Party to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Guaranteed Party. (ec) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company 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 Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) To the extent permitted by law, each Guarantor The Company 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 the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any other Secured 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 or any Collateralcollateral. (bi) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (cii) To the extent permitted by law, each Guarantor The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor the Company or other rights of such Guarantor the Company to proceed against any of the other Loan Parties, any other guarantor Parties or any other Person or any Collateral collateral and (ii) any defense based on any right of set-set- off or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunderthe Company under this Company Guaranty. (diii) To The Company acknowledges that the extent permitted Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by lawnonjudicial sale, each Guarantor and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Lender Parties against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law. (iv) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Lender Party to disclose to such Guarantor the Company 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 the Administrative Agent or such other Secured Lender Party. (ev) Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor The Company 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 Section 2 10.02 and this Section 3 10.03 are knowingly made in contemplation of such benefits.