Common use of Waivers and Acknowledgments Clause in Contracts

Waivers and Acknowledgments. (a) 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 other Guarantor or any other Person or any collateral. (b) 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) 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 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor CBI hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 CBI 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 Company, any other Guarantor Loan Parties or any other Person or any collateralof the Collateral. (b) Each Guarantor CBI 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) 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 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 CBI or any other rights of such Guarantor CBI to proceed against any of the Company, any other GuarantorLoan 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, limitation, discharge, termination setoff or counterclaim against or in respect of the 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 usuryCBI under this CBI Guaranty. (dc) Each Guarantor CBI 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 CBI any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any of the Company other Loan Parties or any of its Restricted their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such other Secured Party. Each Guarantor has adequate means . (d) CBI hereby unconditionally waives any right 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 Agreementsrevoke this CBI Guaranty, and each Guarantor assumes responsibility for being acknowledges that this CBI Guaranty is continuing in nature and keeping informed of the financial condition of the Company, each Guarantor and their respective Subsidiaries and of applies to all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, whether existing now or in the future. (e) Each Guarantor CBI hereby 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 7.02 6.02 and in this Section 7.03 6.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (bi) 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) 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, the Collateral Agent or any 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 Company, any other Guarantor, any other guarantor Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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 usurythe Company under this Company Guaranty. (diii) Each Guarantor The Company acknowledges that the 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 nonjudicial sale, 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Lender 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. (ev) Each Guarantor The Company 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 7.02 11.02 and this Section 7.03 11.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) 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 the 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 the Company, any other Guarantor Loan Party or any other Person or any collateralPerson. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this its Obligations with respect to the Guaranty and acknowledges that this Guaranty is such Obligations are continuing in nature and applies apply to all Guaranteed Obligations, whether existing now or in the future. (c) 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 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 Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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) 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 the Company any other Loan Party 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 Obligationsany Lender. (e) 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 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each To the extent permitted by law, 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 other Guarantor Loan Party or any other Person or any collateralCollateral. (b) Each 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) Each 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, 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 any of the Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Guaranteed 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) Each 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. Each Guarantor has adequate means . (e) Subject to obtain information from the Company and each Guarantor on a continuing basis concerning the financial condition terms of the Company and each Guarantor and its ability to perform its obligations under other Loan Documents, the Loan Documents and the Other Secured AgreementsCollateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, and each Guarantor assumes responsibility for being and keeping informed accept an assignment of the financial condition any such security in lieu of the Companyforeclosure, each Guarantor and their respective Subsidiaries and of all circumstances bearing upon the risk of nonpayment 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. (ef) 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 7.02 2 and this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor . To the maximum extent permitted by Applicable Law: (a) The Company 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 Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent or any 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 the Company, any other GuarantorBorrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any Borrower 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 ObligationsLender. (e) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, the other Loan Documents Agreement and the Other Secured Agreements Notes and that the waivers set forth in Section 7.02 11.2 and this Section 7.03 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. To the maximum extent permitted by Applicable Law: (a) Each Guarantor The Company 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 Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent or any 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 the Company, any other GuarantorBorrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any Borrower 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 ObligationsLender. (e) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, the other Loan Documents Agreement and the Other Secured Agreements Notes and that the waivers set forth in Section 7.02 11.2 and this Section 7.03 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (bi) 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) 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, the Collateral Agent or any 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 Company, any other Guarantor, any other guarantor Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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 usurythe Company under this Company Guaranty. (diii) Each Guarantor The Company acknowledges that the 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 nonjudicial sale, 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Lender 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. (ev) Each Guarantor The Company 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 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor BRW hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 Company, any other Guarantor Loan Parties or any other Person or any collateralof the Collateral. (b) 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) 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 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 Company, any other GuarantorLoan 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, limitation, discharge, termination setoff or counterclaim against or in respect of the 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 usuryBRW under this BRW Guaranty. (dc) 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 Company other Loan Parties or any of its Restricted their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such other Secured Party. Each Guarantor has adequate means . (d) BRW hereby unconditionally waives any right 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 Agreementsrevoke this BRW Guaranty, and each Guarantor assumes responsibility for being acknowledges that this BRW Guaranty is continuing in nature and keeping informed of the financial condition of the Company, each Guarantor and their respective Subsidiaries and of applies to all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, whether existing now or in the future. (e) Each Guarantor BRW hereby 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 7.02 6.02 and in this Section 7.03 6.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor of the Guarantors hereby --------------------------- unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 Company, any other Guarantor Loan Parties or any other Person or any collateralCollateral. (b) Each Guarantor of the 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) 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 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 Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination setoff or counterclaim against or in respect of the 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 usuryunder this Guarantee. (dc) Each Guarantor of the 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 Company other Loan Parties or any of its Restricted 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 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 Guarantors hereby unconditionally waives any right to perform its obligations under the Loan Documents and the Other Secured Agreementsrevoke this Guarantee, and each Guarantor assumes responsibility for being acknowledges that this Guarantee is continuing in nature and keeping informed of the financial condition of the Company, each Guarantor and their respective Subsidiaries and of applies to all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, whether existing now or in the future. (e) Each Guarantor of the Guarantors acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, the other Loan Finance Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 2 and in this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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 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 the Company, any other Guarantor, any other guarantor Borrower or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such the Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company Borrower 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 ObligationsLender. (e) 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 Agreement and that the waivers set forth in Section 7.02 9.02 and this Section 7.03 9.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each of Holdings and each Subsidiary 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateralCollateral. (b) 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) 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, the Collateral Agent or any 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 Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense (other than the defense of payment in full) based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Obligations of Holdings or such Guarantor Subsidiary Guarantor, applicable, hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) Each of Holdings and each Subsidiary Guarantor acknowledges that the 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 the Company or any of its Restricted Subsidiaries other Loan Party 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. (ef) Each of Holdings and each Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreementthe Loan Documents, the other Loan Documents and the Other Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements and that the waivers set forth in Section 7.02 11.02 and this Section 7.03 11.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each The Guarantor hereby unconditionally and irrevocably expressly waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 the Company, any other Guarantor Related Person or any other Person or any collateralCollateral. (b) 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) 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, the Collateral Agent Issuing Bank, the Lenders or any 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 Company, any other GuarantorRelated Persons, any other guarantor or any other Person or any collateral collateral, and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the Guarantor’s 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) 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 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) Each The Guarantor acknowledges that the Administrative Agent may, without notice to, or demand upon, the Guarantor and without affecting the liability of the Guarantor under this Guaranty, foreclose under any Security Document by nonjudicial sale; the Guarantor hereby waives any defense to the 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. (f) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreementthe Loan Documents, the other Loan Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 3 and this Section 7.03 4 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor PPG 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 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 the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent or any 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 Company, any other GuarantorBorrowers, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination set‑off or counterclaim against or in respect of the obligations of such Guarantor PPG hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any other Borrower 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 ObligationsLender or such Issuing Lender. (e) Each Guarantor PPG hereby unconditionally and irrevocably waives any defense arising 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 law, regulation, decree or order, including any prior approval, which would prevent the exchange of a non-Dollar currency for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental 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) PPG 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 Agreement and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each To the extent permitted by law, 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 Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any other Guarantor Loan Party or any other Person or any collateral. (b) Each 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) Each 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, the Collateral Agent or any 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 Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Guaranteed 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) Each 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 the Company any other Loan Party 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 ObligationsLender. (e) 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 7.02 2 and this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 Lender exhaust any right or take any action against the Company, any other Guarantor Borrower or any other Person or any collateralPerson. (b) 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) 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, the Collateral Agent or any 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 Company, any other GuarantorBorrowers, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any other Borrower 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 ObligationsLender. (e) Each Guarantor The Company 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 Agreement and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 the Company, any other Guarantor Transaction Party or any other Person or or, if applicable, any collateralCollateral. (b) 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) 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 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 the Company, any other GuarantorTransaction Party, any other guarantor or any other Person or or, if applicable, any collateral Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Guaranteed 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) 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 the Company any other Transaction Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Guaranteed 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) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing and sale arrangements contemplated by this Agreement, the other Loan Transaction Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 2 and this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (b) 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) 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, the Collateral Agent or any 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 Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) Each Guarantor The Company acknowledges that the 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. (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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or any 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 ObligationsLender. (e) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each The 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 Guaranteed 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 other Guarantor or any other Person or any Cash Collateral or other collateral. (b) 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) 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, the Collateral Agent OTS or any 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 the CompanyFSB, any other Guarantor, OLS or any other guarantor or any other Person or any collateral Cash Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such the Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company Guarantor, the FSB, OLS or any of its Restricted their Subsidiaries now or hereafter known by the Administrative Agent such Guaranteed Party 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 ObligationsOTS. (e) Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations 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, contracted or incurred, or renewed, extended or amended in reliance upon this Guaranty. (f) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements consummation of the Dissolution contemplated by this Agreement, the other Loan Documents and the Other Secured Agreements Plan and that the waivers set forth in Section 7.02 2 and this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each To the extent allowed under applicable Law, each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 the Guarantee under this Guaranty Section 12 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 the Company, any other Guarantor Credit Party or any other Person or any collateralCollateral. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke the Guarantee under this Guaranty Section 12 and acknowledges that the Guarantee under this Guaranty Section 12 is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) 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 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 Company, any other GuarantorCredit Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Guaranteed 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) Each Guarantor acknowledges that Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under the Guarantee under this Section 12, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by Agent and the other Lenders against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Law. (e) 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 the Company or any of its Restricted Subsidiaries other Credit Party 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 ObligationsLender. (ef) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, the other Loan Financing Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 12.3 and this Section 7.03 12.4 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) 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 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 the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent any L/C Issuer or any 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 the Company, any other GuarantorBorrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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) 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 the Company any Borrower or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent Agent, such L/C Issuer 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 ObligationsLender. (e) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, Agreement and the other Loan Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor PPG 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 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 the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent or any 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 Company, any other GuarantorBorrowers, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor PPG hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any other Borrower 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 ObligationsLender or such Issuing Lender. (e) Each Guarantor PPG hereby unconditionally and irrevocably waives any defense arising 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 law, regulation, decree or order, including any prior approval, which would prevent the exchange of a non-Dollar currency for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental 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) PPG 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 Agreement and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Borrower or any other Person or any collateralPerson. (b) 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) 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, the Collateral Agent or any 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 the Company, any other GuarantorBorrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any Borrower or any of its Restricted Subsidiaries now or hereafter known by such Lender or 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 ObligationsAgent. (e) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, the other Loan Documents Agreement and the Other Secured Agreements any Notes and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any other Guarantor Borrower or any other Person or any collateral. (ba) 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) 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, the Collateral Agent or any 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 Company, any other GuarantorBorrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (dc) 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 the Company any other Borrower 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 ObligationsLender. (ed) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, the other Loan Documents Agreement and the Other Secured Agreements any Notes and that the waivers set forth in Section 7.02 7.03 and this Section 7.03 7.04 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 Guaranteed 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 other Guarantor Loan Party or any other Person or any collateral. (b) 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. (ca) 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, the Collateral Agent or any 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 Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination setoff or counterclaim against or in respect of the obligations Obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (db) 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Guaranteed 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. (ec) Each Guarantor The Company 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 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (bi) 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) 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, the Collateral Agent or any 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 Companyother Loan Parties, any other Guarantor, any other guarantor Subsidiary or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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 usurythe Company under this Company Guaranty. (diii) Each Guarantor The Company acknowledges that the 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 nonjudicial sale, 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Credit 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. (ev) Each Guarantor The Company 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 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each To the extent permitted by applicable law, the Performance Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 Agreement and any other document related thereto, and any requirement that the Administrative Agent or any other Secured Indemnified 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 other Guarantor Guaranteed Party or any other Person or any asset or collateral. (b) Each The Performance Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Agreement, and acknowledges that this Guaranty Agreement is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. Without limiting the foregoing, the Performance Guarantor hereby agrees that the validity and enforceability of this Agreement, including without limitation, the provisions of Section 4 hereof, shall not be impaired or affected by any of the following, in each case without notice or demand to the Performance Guarantor: (i) any renewal, compromise, extension, acceleration or other change of the time for payment of, all or any part of the Transaction Documents or the Guaranteed Obligations; (ii) any change of any of the representations, covenants, termination events or any other terms or conditions of or pertaining to the Transaction Documents or the Guaranteed Obligations; (iii) taking or holding security for the payment of the Guaranteed Obligations, for the performance of this Agreement or otherwise and the exchange, enforcement, waiver, subordination and release of any such security; (iv) the application of any such security and direction of the order or manner of sale thereof as the secured party in its sole discretion may determine; (v) obtaining additional or substitute endorsers or guarantors; and (vi) exercising or refraining from exercising any rights against the Guaranteed Party or others. (c) Each The Performance Guarantor hereby unconditionally represents and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by warrants to the Administrative Agent, Agent (for the Collateral Agent or any 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect benefit of the obligations Lender Indemnified Parties) and the Trustee that it has adequate means to obtain from the Guaranteed Party on a continuing basis all information concerning the financial condition of such the Guaranteed Party, and that the Performance Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) Each Guarantor hereby unconditionally and irrevocably waives any duty is not relying on the part of the Administrative Agent or any other Secured Lender Indemnified Party or the Trustee to disclose to provide such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company or any of its Restricted Subsidiaries information either now or hereafter known by in 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 Obligationsfuture. (e) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (bi) 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) 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, the Collateral Agent or any 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 Company, any other Guarantor, any other guarantor Loan Parties or any other Person or any (iii) The Company acknowledges that the 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 collateral mortgage as may secure any Obligation by nonjudicial sale, and (ii) the Company hereby waives any defense based on to the recovery by the Administrative Agent and the other Lender Parties against the Company of any right of set-off, limitation, discharge, termination deficiency after such nonjudicial sale and any defense or counterclaim against or in respect of the obligations of such Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usurybenefits that may be afforded by Applicable Law. (div) Each Guarantor 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Lender 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. (ev) Each Guarantor The Company 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 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) 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 the 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 the Company, any other Guarantor Loan Party or any other Person or any collateralPerson. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this its Obligations with respect to the Guaranty and acknowledges that this Guaranty is such Obligations are continuing in nature and applies apply to all Guaranteed Obligations, whether existing now or in the future. (c) 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 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 Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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) 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 the Company any other Loan Party 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 Obligationsany Lender. (e) 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 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (bi) 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) 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, the Collateral Agent or any 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 Company, any other Guarantor, any other guarantor Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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 usurythe Company under this Company Guaranty. (diii) Each Guarantor The Company acknowledges that the 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 nonjudicial sale, 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Lender 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. (ev) Each Guarantor The Company 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 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (bi) 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) 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, the Collateral Agent or any 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 Company, any other Guarantor, any other guarantor Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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 usurythe Company under this Company Guaranty. (diii) Each Guarantor The Company acknowledges that the 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 nonjudicial sale, 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Lender 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. (ev) Each Guarantor The Company 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 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Parent 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 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 Company, any other Guarantor Loan Parties or any other Person or any collateralCollateral. (b) 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) 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 the Collateral Agent or any 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 CompanyBorrower, any Subsidiary Guarantor, any of the other GuarantorLoan Parties, any other guarantor or any other Person or any collateral Collateral, and (ii) any defense based on any right of set-off, limitation, discharge, termination setoff or counterclaim against or in respect of the 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 usurythe Parent under this Parent Guaranty. (dc) 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 Company other Loan Parties or any of its Restricted their respective Subsidiaries now or hereafter known by the Administrative such Agent or such other Secured Party. Each Guarantor has adequate means . (d) The Parent hereby unconditionally and irrevocably waives any right 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 Agreementsrevoke this Parent Guaranty, and each Guarantor assumes responsibility for being acknowledges that this Parent Guaranty is continuing in nature and keeping informed of the financial condition of the Company, each Guarantor and their respective Subsidiaries and of applies to all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, whether existing now or in the future. (e) Each Guarantor The Parent hereby 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 7.02 8.02 and in this Section 7.03 8.03 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) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 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 Company, Guaranteed Obligations; (c) any other Guarantor law or statute that requires that Borrower or any other Person person be joined in, notified of or made part of any action against Guarantor; (d) that Lenders or its affiliates 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 Lenders’ obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other 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 may be entitled; (g) the right to 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 party liable to the Lenders or its affiliates; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or 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 claim, right or remedy of the Lenders or its affiliates against 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, ▇▇▇▇▇▇▇▇'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 collateral. (b) 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) 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 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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) 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 7.02 and this Section 7.03 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) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 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 Company, Guaranteed Obligations; (c) any other Guarantor law or statute that requires that Borrower or any other Person person be joined in, notified of or made part of any action against Guarantor; (d) that Lenders or its affiliates 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 Lenders’ obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other 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 may be entitled; (g) the right to 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 party liable to the Lenders or its affiliates; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or 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 claim, right or remedy of the Lenders or its affiliates against 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 collateral. (b) 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) 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 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptnesswaives: (a) Promptness, diligence, notice of acceptance, presentment, marshaling, 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 the Company, any other Guarantor Loan Party or any other Person or any collateral.Collateral; (b) 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) 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, the Collateral Agent or any 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 the Company, any other GuarantorLoan Party, any other guarantor or any other Person or any collateral Collateral, and (ii) any defense based on any right of set-off, limitation, discharge, termination setoff or counterclaim against or in respect of the 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) 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other any Secured Party. Each Guarantor has adequate means ; (e) All rights that it may have now or in the future under any Applicable Law to obtain information from compel any Credit Party or Issuing Bank to marshal any assets or to proceed against any Person or security for the Company and each Guarantor on a continuing basis concerning the financial condition payment or performance of any of the Company and each Guarantor and its ability Guaranteed Obligations before, or as a condition to, proceeding against such Guarantor; (f) All other defenses available to perform its obligations under the Loan Documents and the Other Secured Agreementsa surety, and each Guarantor assumes responsibility for being and keeping informed of the financial condition of the Company, each Guarantor and their respective Subsidiaries and guarantor or accommodation co-obligor other than Full Payment of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. (e) ; Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing and arrangements contemplated by this Agreement, the other Loan Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 and this Section 7.03 herein are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent or any 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 Company, any other GuarantorAgent or the Lenders, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any other Borrower 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 ObligationsLender. (e) Each Guarantor The Company 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 Agreement and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.. Five Year Credit Agreement

Waivers and Acknowledgments. D (a) Each Subsidiary Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 the Company, any other Guarantor Loan Party or any other Person or any collateralCollateral. (b) 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) 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, the Collateral Agent or any 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 the Company, any other GuarantorLoan Party, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Guaranteed Obligations of such Subsidiary Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Guaranteed 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) Each Subsidiary 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 7.02 2 and this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Except as otherwise expressly provided in this Agreement and/or the other Loan Documents, 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral.Person. 179 (b) 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) 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 any L/C Issuer or any 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 Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Secured 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) 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent Agent, any L/C Issuer 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 Obligationsany Lender. (e) 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 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 CompanyBorrower, any other Guarantor Guarantor, any other Person, any Collateral, or any other Person or any collateralsecurity. (b) 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) 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 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 CompanyBorrower, any other Guarantor, any other guarantor or any other Person or any collateral Collateral or other security and (ii) any defense based on any right of set-off, limitationrecoupment, discharge, termination or counterclaim against or in respect of the 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) 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 the Company any Loan Party or any of its Restricted respective 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) 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 that its guarantee hereunder and that the waivers set forth in Section 7.02 and this Section 7.03 its other agreements herein are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Obligor waives and re▇▇▇▇▇▇ the following rights, demands, and defenses Obligor may have with respect to SIMON and collection of the Guaranteed Obligations: (a) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 from any person liable thereon, and this Guaranty in foreclosure of any security interest and sale of any requirement property serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that SIMON make demand upon, assert claims against, or collect from any persons or entities, foreclose any security interest, sell collateral, exhaust any remedies, or take any other action against any persons or entities prior to making demand upon, collecting from or taking action against Obligor with respect to the Administrative Agent Guaranteed Obligations, including any such rights Obligor might otherwise have had under any applicable law; (c) any law or statute that requires that any person be joined in, notified of or made part of any action against Obligor; (d) that SIMON 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 SIMON's obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between SIMON, Obligor and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Obligor or any other Secured Party protectguarantor; (f) presentment, secureprotest, perfect 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 or insure equitable), set-off, counterclaim, or claim that Obligor may have at any Lien time against any party liable to SIMON; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or any property subject thereto or exhaust any right or take any action against the Company, any other Guarantor or any other Person or impairment of SIMON's lien on any collateral. (b) Each Guarantor hereby unconditionally and irrevocably waives , or the Transaction Documents, or of 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) Each Guarantor hereby unconditionally and irrevocably waives o▇▇▇▇ ▇▇▇▇▇▇▇ies held by SIMON; (i) any defense arising by reason of any claim or defense based that acceleration of maturity of the Guaranteed 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 Obligor has relied upon Obligor's own due diligence in making an election independent appraisal of remedies by the Administrative AgentAHDC, the Collateral Agent or AHDC's business affairs and financial condition, and any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights collateral; and Obligor will continue to be responsible for making an independent appraisal of such Guarantor or other rights of such Guarantor matters. FINANCIAL CONDITION. Obligor warrants, represents and covenants to proceed against the Company, any other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) Each Guarantor hereby unconditionally and irrevocably waives any duty SIMON that on the part date hereof: (a) the fair saleable value of the Administrative Agent or any other Secured Party Obligor's assets 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 disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of 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 SIMON are correct and each Guarantor on a continuing basis concerning accurately reflect the financial condition of Obligor as of the Company and each Guarantor and its ability to perform its obligations under respective dates thereof; (c) since the Loan Documents and the Other Secured Agreementsdate of such financial statements, and each Guarantor assumes responsibility for being and keeping informed of there has not occurred a material adverse change in the financial condition of the CompanyObligor; and (d) there are not now pending any court or administrative proceedings or undischarged judgments against Obligor, each Guarantor no federal or state tax liens have been filed or threatened against Obligor, and their respective Subsidiaries and of all circumstances bearing upon the risk of nonpayment Obligor is not in default or claimed default under any agreement. APPLICATION OF PAYMENTS. Monies received from any source by SIMON for application toward payment of the Guaranteed ObligationsObligations may be applied to such Guaranteed Obligations in any manner or order deemed appropriate by SIMON. (e) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (bi) 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) 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, the Collateral Agent or any 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 Company, any other Guarantor, any other guarantor Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination set- off or counterclaim against or in respect of the 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 usurythe Company under this Company Guaranty. (diii) Each Guarantor The Company acknowledges that the 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 nonjudicial sale, 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Lender 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. (ev) Each Guarantor The Company 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 7.02 10.02 and this Section 7.03 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 Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations: (a) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 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 CompanyGuaranteed Obligations, including any other 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 made part of any action against Guarantor; (d) that Bank or its affiliates 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 Bank’s obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other 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 its affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Bank or its affiliates; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or 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 claim, right or remedy of Bank or its affiliates against 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 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, ▇▇▇▇▇▇▇▇’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 collateral. (b) 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) 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 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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) 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 7.02 and this Section 7.03 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 FRANKEL and collection of the ▇▇▇▇▇▇▇eed Obligations: (a) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 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, ass▇▇▇ ▇▇▇ims 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 CompanyGuaranteed Obligations, including any other 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 made part of any collateral. action against Guarantor; (bd) Each Guarantor hereby unconditionally and irrevocably waives that FRANKEL preserve, insure or p▇▇▇▇▇▇ any right security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time, provided that FRANKEL'S obligation to revoke this Guaranty and acknowledges that this Guaranty dispos▇ ▇▇ ▇▇▇▇ateral in a commercially reasonable manner is continuing in nature and applies to all not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, whether existing now of any new transactions or other relationships between FRANKEL, Borrower and/or any ▇▇▇▇▇▇▇or, and of changes in the future. financial condition of, ownership of, or business structure of Borrower or any other guarantor; (cf) Each 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 ▇▇ ▇▇▇▇table), set-off, counterclaim, or claim that Guarantor hereby unconditionally and irrevocably waives may have at any time against Borrower or any other party liable to FRANKEL; (h) all defenses rela▇▇▇▇ ▇▇ invalidity, insufficiency, unenforceability, enforcement, release or impairment of FRANKEL'S lien on any collater▇▇, ▇▇ ▇▇▇ ▇▇▇nsaction Documents, or of any other guaranties held by FRANKEL; (i) any defense arising by claim or ▇▇▇▇▇▇▇ 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 claim or defense based exemption claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's own due diligence in making an election independent appraisal of remedies by the Administrative AgentBorrower, the Collateral Agent Borrower's business affairs ▇▇▇ ▇▇nancial 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 rega▇▇▇▇▇ ▇orrower or any Secured Party collateral. FINANCIAL CONDITION. Guarantor warrants, represents and covenants to FRANKEL 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part date here▇▇: (▇) the fair saleable value of the Administrative Agent or any other Secured Party 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 disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of 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 FRANKEL are correct and each Guarantor on a continuing basis concerning ac▇▇▇▇▇▇▇y reflect the financial condition of Guarantor as of the Company and each Guarantor and its ability to perform its obligations under respective dates thereof; (c) since the Loan Documents and the Other Secured Agreementsdate of such financial statements, and each Guarantor assumes responsibility for being and keeping informed of there has not occurred a material adverse change in the financial condition of the CompanyGuarantor; and (d) there are not now pending any court or administrative proceedings or undischarged judgments against Guarantor, each no federal or state tax liens have been filed or threatened against Guarantor, and Guarantor and their respective Subsidiaries and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligationsis not in default or claimed default under any agreement. (e) 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 7.02 and this Section 7.03 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 VITAQUEST and collection of the Guaranteed Obligations: (a) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 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 Company, Guaranteed Obligations; (c) any other Guarantor law or statute that requires that Borrower or any other Person person be joined in, notified of or made part of any action against Guarantor; (d) that VITAQUEST 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 VITAQUEST's obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other 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 may have at any time against Borrower or any other party liable to VITAQUEST; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or impairment of VITAQUEST's lien on any collateral, of the Loan Documents, 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 matters; and Guarantor has not relied upon VITAQUEST for information regarding Borrower or any collateral. (b) 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) 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 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 CompanyBorrower, any other Guarantor Guarantor, any other Person, any Collateral, or any other Person or any collateralsecurity. (b) 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) 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 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 CompanyBorrower, any other Guarantor, any other guarantor or any other Person or any collateral Collateral or other security and (ii) any defense based on any right of set-off, limitationrecoupment, discharge, termination or counterclaim against or in respect of the 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) 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 the Company any Loan Party or any of its Restricted respective 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) 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 that its guarantee hereunder and that the waivers set forth in Section 7.02 and this Section 7.03 its other agreements herein are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor PPG 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 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 the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent or any 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 Company, any other GuarantorBorrowers, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor PPG hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any other Borrower 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 Lender or 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 ObligationsIssuing Lender. (e) Each Guarantor PPG hereby unconditionally and irrevocably waives any defense arising 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 law, regulation, decree or order, including any prior approval, which would prevent the exchange of a non-Dollar currency for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental 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) PPG 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 Agreement and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) 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 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 CompanyBorrower, any Loan Party, any Hedge Subsidiary, any other Guarantor Subsidiary of the Borrower party to any Operating Indebtedness Agreement or any other Person or any collateralCollateral. (b) 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) 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 any Lender Party or any 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 Companyother Loan Parties, any other GuarantorHedge Subsidiary, any such Subsidiary of the Borrower, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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) Each Guarantor acknowledges that the 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. (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 Company Borrower, any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent such Lender Party, Hedge Bank 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 ObligationsOperating Lender. (ef) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreementthe Loan Documents, the other Loan Documents Hedge Agreements and the Other Secured Agreements Operating Indebtedness Agreements, and that the waivers set forth in Section 7.02 2 hereof and this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) 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 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 the Companyany Borrower, any other Guarantor or any other Person or any collateralPerson. (b) 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) 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 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 the Company, any other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Obligations of such Guarantor hereunder, including(iii) any right to proceed against any Borrower, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord any Guarantor or any other party and satisfaction and usury(iv) any right to proceed against or exhaust any security held from any Borrower or any other party. (d) 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 the Company any Borrower, any Guarantor or any of its Restricted their respective Subsidiaries now or hereafter known by such Lender. Each Guarantor acknowledges that the Lenders shall have no obligation to investigate the financial condition or affairs of any Borrower, any Guarantor or any of their respective Subsidiaries. (e) Each Guarantor hereby unconditionally and irrevocably waives any right (i) to require 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 any of the Company and each Lenders to first proceed against, initiate any actions before a court or any other 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 and its ability hereunder; (ii) to perform its obligations under which it may be entitled to have the Loan Documents and the Other Secured Agreementsassets of any Borrower or any other person first be used, and each Guarantor assumes responsibility for being and keeping informed applied or depleted as payment of the financial condition of Borrowers’ obligations, prior to any amount being claimed from or paid by such Guarantor hereunder; 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 Company, each Borrowers and such Guarantor and their respective Subsidiaries and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations(including other Guarantors). (ef) 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 7.02 2 and this Section 7.03 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) 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 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 the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent any L/C Issuer or any 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 the Company, any other GuarantorBorrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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) 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 the Company any Borrower or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent Agent, such L/C Issuer 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 ObligationsLender. (e) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, Agreement and the other Loan Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.. AMERICAS/2022747386.20

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to SIMON and collection of the Gu▇▇▇▇▇eed Obligations: (a) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 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 ▇▇▇▇ms 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 CompanyGuaranteed Obligations, including any other 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 made part of any action against Guarantor; (d) that SIMON 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 SIMON'S obligation to dispose ▇▇ ▇▇▇lateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between SIMON, Borrower and/or any gu▇▇▇▇▇or, 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 o▇ ▇▇▇itable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to SIMON; (h) all defenses rela▇▇▇▇ to invalidity, insufficiency, unenforceability, enforcement, release or impairment of SIMON'S lien on any collateral, ▇▇ ▇▇▇ ▇▇ansaction Documents, or of any other guaranties held by SIMON; (i) any claim or d▇▇▇▇▇e 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 ▇▇▇ ▇▇nancial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon SIMON for information regardi▇▇ ▇▇rrower or any collateral. (b) 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) 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 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each of Group and each Subsidiary 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 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 the Company, any other Guarantor Obligor or any other Person or any collateralCollateral. (b) 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) 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 Agent, the Collateral Agent or any 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 Company, any other GuarantorObligors, any other guarantor or any other Person or any collateral Collateral, and (ii) any defense based on any right of set-off, limitation, discharge, termination setoff or counterclaim against or in respect of the obligations Obligations of Group or such Subsidiary Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) Each of Group and each Subsidiary Guarantor acknowledges that the 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 the Company any other Obligor 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 ObligationsPerson. (ef) Each of Group and each Subsidiary 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 7.02 10.2 and this Section 7.03 10.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor Holdings and each of --------------------------- the Borrowers hereby unconditionally and irrevocably waives waive promptness, diligence, notice of acceptance, presentment, marshaling, 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 Company, any other Guarantor Loan Parties or any other Person or any collateralof the Collateral. (b) Each Guarantor Holdings and each of the 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) 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, the Collateral 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 Company, any other GuarantorLoan 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, limitation, discharge, termination setoff or counterclaim against or in respect of the obligations Obligations of Holdings or such Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usuryBorrower under this Guarantee. (dc) Each Guarantor Holdings and each of the 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 Company other Loan Parties or any of its Restricted their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such other Secured Party. Each Guarantor has adequate means to obtain information from the Company . (d) Holdings and each Guarantor on a continuing basis concerning the financial condition of the Company and each Guarantor and its ability Borrowers hereby unconditionally waive any right to perform its obligations under the Loan Documents and the Other Secured Agreementsrevoke this Guarantee, and each Guarantor assumes responsibility for being acknowledge that this Guarantee is continuing in nature and keeping informed of the financial condition of the Company, each Guarantor and their respective Subsidiaries and of applies to all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, whether existing now or in the future. (e) 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 this Agreement, the other Loan Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 6.02 and in this Section 7.03 6.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) 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 other Guarantor or any other Person or any collateral. (b) 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) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason event of any claim receivership or defense based upon an election bankruptcy of remedies by the Administrative Agent, the Collateral Agent or any 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 other Guarantor, any other guarantor Seller or any other Person (other than Guarantor to the extent required by the Bankruptcy Code), protest or any collateral notice with respect to the Guaranteed Obligations, all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guaranty, and all other notices or demands whatsoever (iiand shall not require that the same be made on the Seller as a condition precedent to Guarantor’s obligations hereunder). (b) any defense based on any right The Beneficiary is hereby authorized, without notice or demand and without affecting the liability of set-off, limitation, discharge, termination or counterclaim against or in respect of the obligations of such Guarantor hereunder, includingfrom time to time, without limitation(i) to renew, failure of considerationextend, breach of warrantyaccelerate or otherwise change the time for payment of, statute of fraudsor other terms relating to, statute of limitations, accord and satisfaction and usury. (d) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent all 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 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 part of the Guaranteed Obligations, or to otherwise modify, amend or change the terms of the Membership Interest Purchase Agreement (including the addition or substitution of any Person now or hereafter liable with respect to any Guaranteed Obligation); (ii) to accept partial payments on all or any part of the 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 guaranties of all or any part of the Guaranteed Obligations; (iv) to exchange, enforce, waive and release any such security or collateral; (v) to apply such security or collateral and direct the order or manner of sale thereof as in its discretion it may determine; and (vi) to settle, release, exchange, enforce, waive, compromise or collect or otherwise liquidate all or any part of the 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 the obligations of Guarantor hereunder. (e) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) 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 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 the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent any L/C Issuer or any 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 the Company, any other GuarantorBorrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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) 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 the Company any Borrower or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent Agent, such L/C Issuer 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 ObligationsLender. (e) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, Agreement and the other Loan Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 10.02 and this Section 7.03 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each To the extent permitted by law, 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 other Guarantor Loan Party or any other Person or any collateralCollateral. (b) Each 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) Each 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, 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 any of the Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Guaranteed 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) Each 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party. Each Guarantor has adequate means . (e) Subject to obtain information from the Company and each Guarantor on a continuing basis concerning the financial condition terms of the Company and each Guarantor and its ability to perform its obligations under other Loan Documents, the Loan Documents and the Other Secured AgreementsCollateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, and each Guarantor assumes responsibility for being and keeping informed accept an assignment of the financial condition any such security in lieu of the Companyforeclosure, each Guarantor and their respective Subsidiaries and of all circumstances bearing upon the risk of nonpayment 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. (ef) 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 7.02 1(a)Section 2 and this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor of Holdings and the Company 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 Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any other Guarantor Borrower or any other Person or any collateral. (b) Each Guarantor of Holdings and 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) Each Guarantor of Holdings and 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, the Collateral Agent or any 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 the Company, any other GuarantorBorrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of Holdings or the Company hereunder (other than payment of such Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury.Guaranteed Obligations). Amendment No. 2 to Xerox Credit Agreement 7 (d) Each Guarantor of Holdings and 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 Holdings or the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company any Borrower 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 ObligationsLender. (e) Each Guarantor of Holdings and the Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, the other Loan Documents Agreement and the Other Secured Agreements Notes and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each The 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 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 the Company, any other Guarantor Borrower or any other Person or any collateralPerson. (b) 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) 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, the Collateral Agent or any 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 the Company, any other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Obligations of such the Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord (iii) any right to proceed against the Borrower or any other party and satisfaction and usury(iv) any right to proceed against or exhaust any security held from the Borrower or any other party. (d) 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 the Company Borrower or any of its Restricted Subsidiaries now or hereafter known by such Lender. The Guarantor acknowledges that the Administrative Agent or such other Secured Party. Each Guarantor has adequate means Lenders shall have no obligation to obtain information from the Company and each Guarantor on a continuing basis concerning investigate the financial condition or affairs of the Company and each Guarantor and Borrower or any of 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 ObligationsSubsidiaries. (e) Each The Guarantor hereby unconditionally and irrevocably waives any right (i) to require the Administrative Agent or any of the Lenders to first proceed against, initiate any actions before a court or any other 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 hereunder; (ii) to which it may be entitled to have the assets of the Borrower or any other person first be used, applied or depleted as payment of the Borrower’s obligations, prior to any amount being claimed from or paid by the Guarantor hereunder; 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 Borrower and the Guarantor. (f) The 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 7.02 2 and this Section 7.03 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) 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 or assets subject thereto or exhaust any right or take any action against the Company, any other Guarantor Loan Party or any other Person or any collateralCollateral. (b) 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) 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 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 the Companyany Borrower, any other Guarantor, any other guarantor or any other Person or any collateral Collateral, and (ii) any defense based on any right of set-off, limitation, discharge, termination setoff or counterclaim against or in respect of the obligations of such Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usuryGuarantor's Obligations under this Guaranty. (d) 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 the Company any other Loan Party 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) 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 7.02 and in this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) 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 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 the Company, any other Guarantor Borrower or any other Person (including any Guarantor) or entity or any collateralcollateral securing any Guaranteed Obligations. (b) 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) Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted by applicable law: (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, the Collateral Agent or the Lender Parties; (iv) any 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 of such Guarantor to proceed against the Company, any other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the obligations of such Guarantor hereunder, its properties including, without limitation, failure the benefits of considerationSections 2787 through 2855, breach inclusive, and Sections 2899 and 3433 of warrantythe California Civil Code and any successor provisions to such Sections, statute of frauds, statute of limitations, accord and satisfaction and usuryor any similar provisions under United States law. (d) 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 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) 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 7.02 and this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (bi) 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) 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, the Collateral Agent or any 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 Companyother Loan Parties, any other Guarantor, any other guarantor Subsidiary or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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 usurythe Company under this Company Guaranty. (diii) Each Guarantor The Company acknowledges that the 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 nonjudicial sale, 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 the Company any other Loan Party 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. (ev) Each Guarantor The Company 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 7.02 10.02 and this Section 7.03 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 Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations: (a) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 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 Company, Guaranteed Obligations; (c) any other Guarantor law or statute that requires that Borrower or any other Person person be joined in, notified of or made part of any collateral. action against Guarantor; (bd) Each Guarantor hereby unconditionally and irrevocably waives that Bank or its affiliates preserve, insure or perfect any right security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time, provided that Bank’s obligation to revoke this Guaranty and acknowledges that this Guaranty dispose of Collateral in a commercially reasonable manner is continuing in nature and applies to all not waived hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, whether existing now of any new transactions or other relationships between Bank, Borrower and/or any guarantor, and of changes in the future. financial condition of, ownership of, or business structure of Borrower or any other guarantor; (cf) Each 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 hereby unconditionally and irrevocably waives may be entitled; (g) the right to assert against Bank 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 party liable to Bank or its affiliates; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or impairment of Bank or its affiliates’ lien on any collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any defense arising by reason 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 claim, right or remedy of Bank or its affiliates against 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 based upon an election that acceleration of remedies by the Administrative Agent, the Collateral Agent or any 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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 maturity of the Guaranteed Obligations. 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 (ek) Each the right to marshalling of ▇▇▇▇▇▇▇▇’s assets or the benefit of any exemption claimed by Guarantor. Guarantor acknowledges and represents that it Guarantor has relied upon Guarantor’s own due diligence in making an independent appraisal of Borrower, ▇▇▇▇▇▇▇▇’s business affairs and financial condition, and any collateral; Guarantor 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 7.02 and this Section 7.03 are knowingly made in contemplation continue to be responsible for making an independent appraisal of such benefits.matters; and Guarantor has not relied upon Bank or its affiliates for information regarding Borrower or any collateral. FINANCIAL CONDITION. Guarantor warrants, represents and covenants to Bank and its affiliates that on and after the date hereof (and with respect to Wellsford Properties, Inc., except as otherwise described in the Guarantor’s public reports): (a) the fair saleable value of Guarantor’s assets exceeds its

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (bi) 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) 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, the Collateral Agent or any 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 Companyother Loan Parties, any other Guarantor, any other guarantor Subsidiary or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the 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 usurythe Company under this Company Guaranty. (diii) Each Guarantor The Company acknowledges that the 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 nonjudicial sale, 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 the Company any other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Credit 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. (ev) Each Guarantor The Company 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 7.02 10.02 and this Section 7.03 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 Lender and collection of the Guaranteed Obligations: (a) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 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 Company, Guaranteed Obligations; (c) any other Guarantor law or statute that requires that Borrower or any other Person person be joined in, notified of or made part of any action against Guarantor; (d) that Lender or its affiliates 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 hereby; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other 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 its affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Lender or its affiliates; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or 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 claim, right or remedy of Lender or its affiliates against 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 collateral. (b) 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) 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 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 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 the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Paying Agent or any 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 Company, any other GuarantorPaying Agent or the Lenders, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any other Borrower or any of its Restricted Subsidiaries now or hereafter known by the Administrative Paying 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 ObligationsLender. (e) Each Guarantor The Company 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 Agreement and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally waives and irrevocably waives promptnessreleases the following rights, diligencedemands, notice of acceptance, presentment, marshaling, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice defenses Guarantor 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 CompanyGuaranteed Obligations, including any such rights Guarantor might otherwise have had under the provisions of the Michigan Compiled Laws, and any successor statute and any other Guarantor 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 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 e. notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other relationships between Lender, any Lender Affiliate, Debtor, and/or any other Guarantor, and of changes in the financial condition of, ownership of, or business structure of Debtor 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 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 claim, right, or remedy of Lender or any Lender Affiliate against Debtor or any 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 j. the right to marshaling of Debtor’s assets or the benefit of any exemption claimed by Guarantor Guarantor acknowledges and represents that 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 continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied on Lender or any Lender Affiliate for information regarding Debtor or any collateral. (b) 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) 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 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 the CompanyBorrower, any other Guarantor Person, any collateral, or any other Person guarantor or surety or any collateralother Person. (b) 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) 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, the Collateral Agent or any 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 Company, any other GuarantorLoan Parties, any other guarantor or surety or any other Person Person, or any collateral or other security and (ii) any defense or counterclaim based on any right of set-off, limitation, discharge, termination recoupment or counterclaim against or in respect of the obligations of such Guarantor hereunder, includingwhether arising under any Loan Document, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usuryany Law or otherwise. (d) 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 the Company or any of its Restricted Subsidiaries Borrower 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 ObligationsLender. (e) 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 7.02 3 and this Section 7.03 4 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor of the Guarantors --------------------------------------- hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 Company, any other Guarantor Loan Parties or any other Person or any collateralCollateral. (b) Each Guarantor of the 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) 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 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 Company, any other GuarantorLoan Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination setoff or counterclaim against or in respect of the 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 usuryunder this Guarantee. (dc) Each Guarantor of the 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 Company other Loan Parties or any of its Restricted 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 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 Guarantors hereby unconditionally waives any right to perform its obligations under the Loan Documents and the Other Secured Agreementsrevoke this Guarantee, and each Guarantor assumes responsibility for being acknowledges that this Guarantee is continuing in nature and keeping informed of the financial condition of the Company, each Guarantor and their respective Subsidiaries and of applies to all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, whether existing now or in the future. (e) Each Guarantor of the Guarantors 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 7.02 2 and in this Section 7.03 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each To the extent permitted by applicable law, the Performance Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 Agreement and any other document related thereto, and any requirement that the Administrative Agent or any other Secured Indemnified 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 other Guarantor Guaranteed Party or any other Person or any asset or collateral. (b) Each The Performance Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty Agreement, and acknowledges that this Guaranty Agreement is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. Without limiting the foregoing, the Performance Guarantor hereby agrees that the validity and enforceability of this Agreement, including without limitation, the provisions of Section 4 hereof, shall not be impaired or affected by any of the following, in each case without notice or demand to the Performance Guarantor: (i) any renewal, compromise, extension, acceleration or other change of the time for payment of, all or any part of the Transaction Documents or the Guaranteed Obligations; (ii) any change of any of the representations, covenants, termination events or any other terms or conditions of or pertaining to the Transaction Documents or the Guaranteed Obligations; (iii) taking or holding security for the payment of the Guaranteed Obligations, for the performance of this Agreement or otherwise and the exchange, enforcement, waiver, subordination and release of any such security; (iv) the application of any such security and direction of the order or manner of sale thereof as the secured party in its sole discretion may determine; (v) obtaining additional or substitute endorsers or guarantors; and (vi) exercising or refraining from exercising any rights against the Guaranteed Party or others. (c) Each The Performance Guarantor hereby unconditionally represents and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by warrants to the Administrative Agent, Agent (for the Collateral Agent or any 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect benefit of the obligations Indemnified Parties) that it has adequate means to obtain from the Guaranteed Party on a continuing basis all information concerning the financial condition of such the Guaranteed Party, and that the Performance Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) Each Guarantor hereby unconditionally and irrevocably waives any duty is not relying on the part of the Administrative Agent or any other Secured Indemnified Party to disclose to provide such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company or any of its Restricted Subsidiaries information either now or hereafter known by in 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 Obligationsfuture. (e) 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 7.02 and this Section 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) Each Guarantor hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection 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 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 Guarantor with respect to the CompanyGuaranteed Obligations, including any other 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 made part of any action against Guarantor; (d) that Agent or any Lender preserve, insure or perfect any security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time; (e) notice of extensions, modifications, renewals, or novations of the Guaranteed Obligations, of any new transactions or other 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 may have at any time against Borrower or any other party liable to Agent or any Lender; (h) all defenses relating to invalidity, insufficiency, unenforceability, enforcement, release or impairment of Agent's or any Lender's lien on any collateral, of the Loan Documents, 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 matters; and Guarantor has not relied upon and will not hereafter rely upon Agent or any Lender for information regarding Borrower or any collateral. (b) 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) 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 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 other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination or counterclaim against or in respect of the 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) 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 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) 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 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each The 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 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 the Company, any other Guarantor Borrower or any other Person or any collateralPerson. (b) 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) 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, the Collateral Agent or any 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 the Company, any other Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Obligations of such the Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord (iii) any right to proceed against the Borrower or any other party and satisfaction and usury(iv) any right to proceed against or exhaust any security held from the Borrower or any other party. (d) 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 the Company Borrower or any of its Restricted Subsidiaries now or hereafter known by such Lender. The Guarantor acknowledges that the Administrative Agent or such other Secured Party. Each Guarantor has adequate means Lenders shall have no obligation to obtain information from the Company and each Guarantor on a continuing basis concerning investigate the financial condition or affairs of the Company and each Guarantor and Borrower or any of 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 ObligationsSubsidiaries. (e) Each The Guarantor hereby unconditionally and irrevocably waives any right (i) to require the Administrative Agent or any of the Lenders to first proceed against, initiate any actions before a court or any other 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 hereunder; (ii) to which it may be entitled to have the assets of the Borrower or any other person first be used, applied or depleted as payment of the Borrower’s obligations, prior to any amount being claimed from or paid by the Guarantor hereunder; 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 Borrower and the Guarantor. (f) The 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 7.02 2 and this Section 7.03 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. (a) Each Guarantor To the extent permitted by law, MLP 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateralCollateral. (b) Each Guarantor To the extent permitted by law, 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) Each Guarantor To the extent permitted by law, 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, 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 MLP or other rights of such Guarantor MLP to proceed against any of the Company, any other GuarantorTransaction Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations Parent Guaranteed Obligations of such Guarantor MLP hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) Each Guarantor To the extent permitted by law, 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 the Company any other Transaction Party or any of its Restricted the Borrower’s 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.158 Alliance Resource (e) Each 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 MLP hereunder. Pursuant to and to the fullest extent permitted by applicable law, 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 MLP against the Borrower or any other Guarantor or any security. (f) MLP 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 7.02 9.02 and this Section 7.03 9.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) 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 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 the Company, any other Guarantor Loan Party or any other Person or any collateral. (b) 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) 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 any Lender or any 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 the Company, any other Guarantor, any other guarantor Loan 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-offto participate in, limitationany collateral or security now or hereafter held by the Administrative Agent, dischargeany Lender or any Hedge Bank. (e) Each Guarantor acknowledges that the Administrative Agent may, termination without notice to or counterclaim against or in respect of demand upon such Guarantor and without affecting the obligations liability of such Guarantor hereunderunder this Guaranty, includingforeclose under any mortgage by nonjudicial sale, without limitationand each Guarantor hereby waives any defense to the recovery by the Administrative Agent, failure the Lenders and the Hedge Banks against such Guarantor of consideration, breach of warranty, statute of frauds, statute of limitations, accord any deficiency after such nonjudicial sale and satisfaction and usuryany defense or benefits that may be afforded by applicable law. (df) 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 Company Borrower, any other Loan Party or any of its Restricted their Subsidiaries now or hereafter known by the Administrative Agent Agent, such Lender 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 ObligationsHedge Bank. (eg) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, Agreement and the other Loan Documents and the Other Secured Agreements and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) Each Guarantor The Company 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 Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Company, any other Guarantor Borrower or any other Person or any collateral. (b) 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) 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, the Collateral Agent or any 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 the Company, any other GuarantorBorrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off, limitation, discharge, termination off or counterclaim against or in respect of the obligations of such Guarantor the Company hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) 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 the Company any Borrower 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 ObligationsLender. (e) Each Guarantor The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement, the other Loan Documents Agreement and the Other Secured Agreements Notes and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a1) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, marshaling, 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 CompanyBorrower, any other Guarantor Guarantor, any other Person, any Collateral, or any other Person or any collateralsecurity. (b2) 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) 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 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 CompanyBorrower, any other Guarantor, any other guarantor or any other Person or any collateral Collateral or other security and (ii) any defense based on any right of set-off, limitationrecoupment, discharge, termination or counterclaim against or in respect of the 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. (d4) 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 the Company any Loan Party or any of its Restricted respective 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. (e5) 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 that its guarantee hereunder and that the waivers set forth in Section 7.02 and this Section 7.03 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.