Common use of Waivers and Acknowledgments Clause in Contracts

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company 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 Lender 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 Borrower other Guarantor or any other Person or any collateral. (b) The Company 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) The Company 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 Lender Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against the Company, any Borrowerother Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off off, limitation, discharge, termination or counterclaim against or in respect of the obligations of the Company such Guarantor hereunder, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender other Secured Party to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower the Company or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such Lenderother 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) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement Agreement, the other Loan Documents and the Notes Other Secured Agreements and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this the Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateralPerson. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company such Guarantor hereunder. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such any Lender. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender Guaranteed Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any Cash Collateral or other collateral. (b) The Company 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) The Company Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent OTS or any Lender Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company Guarantor or other rights of the Company Guarantor to proceed against any Borrowerthe FSB, 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 or counterclaim against or in respect of the obligations of the Company Guarantor hereunder. (d) The Company Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent any Guaranteed Party or any Lender OTS to disclose to the Company Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower the Guarantor, the FSB, OLS or any of its their Subsidiaries now or hereafter known by the Administrative Agent such Guaranteed Party or such LenderOTS. (e) The Company 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 and the Notes Plan and that the waivers set forth in Section 11.2 2 and this Section 11.3 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each of Holdings and each Subsidiary Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty except as expressly provided herein and any requirement that the Administrative Agent or any Lender Secured Party protect, secure, perfect or insure any Lien or any property Property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateralCollateral. (b) The Company 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) The Company Each of Holdings and each Subsidiary Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense (other than the defense of payment in full) based upon an election of remedies by the Administrative Agent or any Lender Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company Holdings or such Subsidiary Guarantor, as applicable, or other rights of the Company Holdings or such Subsidiary Guarantor, as applicable, to proceed against any Borrowerof the other Loan 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 or counterclaim against or in respect of the obligations Obligations of the Company Holdings or such Subsidiary Guarantor, applicable, hereunder. (d) The Company 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 Lender Secured Party to disclose to the Company Holdings or such Subsidiary Guarantor, as applicable, any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties Properties or prospects of any Borrower or any of its Subsidiaries other Loan Party now or hereafter known by the Administrative Agent or such LenderSecured Party. (ef) The Company Each of Holdings and each Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents, Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements and that the waivers set forth in Section 11.2 11.02 and this Section 11.3 11.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any Lender Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (bi) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any of the other guarantor Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company hereunderunder this Company Guaranty. (diii) 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 Lender Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderLender Party. (ev) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable allowed under applicable Law: (a) The Company , each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformancenon-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and the Guarantee under this Guaranty Section 12 and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Credit Party or any other Person or any collateralCollateral. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrowerof the other Credit Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Guaranteed Obligations of the Company such Guarantor hereunder. (d) The Company 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 Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries other Credit Party now or hereafter known by the Administrative Agent or such Lender. (ef) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Financing Documents and that the waivers set forth in Section 11.2 12.3 and this Section 11.3 12.4 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the applicable Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent Agent, any L/C Issuer or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, any L/C Issuer or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company such Guarantor hereunder. (d) The Company 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 Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent Agent, such L/C Issuer or such Lender. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes other Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company PPG hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender or any Issuing Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) The Company 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) The Company PPG hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any 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 the Company PPG or other rights of the Company PPG to proceed against any Borrowerof the other Borrowers, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company PPG hereunder. (d) The Company PPG hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender or any Issuing Lender to disclose to the Company PPG any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender or such Issuing Lender. (e) The Company 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 and the Notes and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company BRW hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, accelerationprotest, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty BRW Guaranty, and any requirement that the Administrative Agent or any Lender of the other Secured 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 Borrower of the other Loan Parties or any other Person or any collateralof the Collateral. (b) The Company 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that the other Secured Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company BRW or any other rights of the Company BRW to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral of the Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the obligations Obligations of the Company hereunderBRW under this BRW Guaranty. (dc) The Company BRW hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender of the other Secured Parties to disclose to the Company BRW any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower of the other Loan Parties or any of its their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such Lenderother Secured Party. (d) BRW hereby unconditionally waives any right to revoke this BRW Guaranty, and acknowledges that this BRW Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (e) The Company BRW hereby acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 6.02 and in this Section 11.3 6.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company law, each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (b) The Company 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) The Company To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Guaranteed Obligations of the Company such Guarantor hereunder. (d) The Company To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 2 and this Section 11.3 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To Each of the maximum extent permitted by Applicable Law: (a) The Company Guarantors hereby --------------------------- unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, accelerationprotest, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee, and any requirement that the Administrative Agent or any Lender 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 Borrower of the other Loan Parties or any other Person or any collateralCollateral. (b) The Company Each 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that the Guaranteed Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or any other rights of the Company such Guarantor to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the obligations Obligations of the Company hereundersuch Guarantor under this Guarantee. (dc) The Company Each of the Guarantors hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender of the Guaranteed Parties to disclose to the Company 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 Borrower of the other Loan Parties or any of its their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such LenderGuaranteed Party. (d) Each of the Guarantors hereby unconditionally waives any right to revoke this Guarantee, and acknowledges that this Guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (e) The Company Each of the Guarantors acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Finance Documents and that the waivers set forth in Section 11.2 2 and in this Section 11.3 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company PPG hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender or any Issuing Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) The Company 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) The Company PPG hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any 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 the Company PPG or other rights of the Company PPG to proceed against any Borrowerof the other Borrowers, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off set‑off or counterclaim against or in respect of the obligations of the Company PPG hereunder. (d) The Company PPG hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender or any Issuing Lender to disclose to the Company PPG any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender or such Issuing Lender. (e) The Company 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 and the Notes and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateralPerson. (b) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrowerof the other Borrowers, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformancenon-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty (other than any demand, presentment or notice required by the Transaction Documents) and any requirement that the Administrative Agent or any Lender Guaranteed Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Transaction Party or any other Person or or, if applicable, any collateralCollateral. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrowerother Transaction 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 or counterclaim against or in respect of the obligations Guaranteed Obligations of the Company such Guarantor hereunder. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender Guaranteed Party to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Transaction Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderGuaranteed Party. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing and sale arrangements contemplated by this Agreement and the Notes Transaction Documents and that the waivers set forth in Section 11.2 2 and this Section 11.3 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformancenon-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien Encumbrance or any property subject thereto or exhaust any right or take any action against any the Borrower or any other Person or any collateral. (b) The Company 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) The Company Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company Guarantor or other rights of the Company Guarantor to proceed against any Borrower, any other guarantor the Borrower or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company Guarantor hereunder. (d) The Company Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 9.02 and this Section 11.3 9.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Article XI and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (b) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company hereunder. (d) 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 Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or any such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Guarantor hereby unconditionally and irrevocably expressly waives promptness, diligence, notice of acceptance, presentment, demand for performance, protest, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and Guaranty, as well as any requirement that the Administrative Agent Agent, the Issuing Bank, any Lender or any Lender Hedge Counterparty protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Related Person or any other Person or any collateralCollateral. (b) The Company 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) The Company Guarantor hereby unconditionally and irrevocably expressly waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, the Issuing Bank, the Lenders or any Lender 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 the Company or other rights of the Company to proceed against any Borrowerof the other Related Persons, any other guarantor or any other Person or any collateral collateral, and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Guarantor’s obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company 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 Agreement and the Notes Loan Documents, and that the waivers set forth in Section 11.2 3 and this Section 11.3 4 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to FRANKEL and collection of the ▇▇▇▇▇▇▇eed Obligations: (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any from Borrower or any other Person or person liable thereon, and in foreclosure of any collateral. security interest and sale of any property serving as collateral for the Guaranteed Obligations; (b) The Company hereby unconditionally and irrevocably waives any right 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 remedies, or take any other action against Borrower or other persons or entities prior to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies making demand upon, collecting from or taking action against Guarantor with respect to all the Guaranteed Obligations, whether existing now or in the future. including any such rights Guarantor might otherwise have had under any applicable law; (c) The Company hereby unconditionally any law or statute that requires that Borrower or any other person be joined in, notified of or made part of any action against Guarantor; (d) that FRANKEL preserve, insure or p▇▇▇▇▇▇ any 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 dispos▇ ▇▇ ▇▇▇▇ateral 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 FRANKEL, Borrower and/or any ▇▇▇▇▇▇▇or, and irrevocably waives of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever; (g) the right to assert against FRANKEL any defense (legal ▇▇ ▇▇▇▇table), set-off, counterclaim, or claim that Guarantor 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 Agent 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 FRANKEL for information rega▇▇▇▇▇ ▇orrower or any Lender collateral. FINANCIAL CONDITION. Guarantor warrants, represents and covenants to FRANKEL that in any manner impairson the date here▇▇: (▇) the fair saleable value of Guarantor's assets exceeds its liabilities, reducesGuarantor is meeting its current liabilities as they mature, releases or otherwise adversely affects and Guarantor is and shall remain solvent; (b) all financial statements of Guarantor furnished to FRANKEL are correct and ac▇▇▇▇▇▇▇y reflect the subrogation, reimbursement, exoneration, contribution or indemnification rights financial condition of Guarantor as of the Company or other rights respective dates thereof; (c) since the date of such financial statements, there has not occurred a material adverse change in the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral financial condition of Guarantor; and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally there are not now pending any court or administrative proceedings or undischarged judgments against Guarantor, no federal or state tax liens have been filed or threatened against Guarantor, and irrevocably waives Guarantor is not in default or claimed default under any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lenderagreement. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to VITAQUEST and collection of the Guaranteed Obligations: (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any from Borrower or any other Person person liable thereon, and in foreclosure of any security interest and sale of any property 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 remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any law or statute that requires that Borrower or any other 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) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any Lender Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (bi) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any of the other guarantor Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company hereunderunder this Company Guaranty. (diii) 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 Lender Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderLender Party. (ev) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any Lender Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (bi) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any of the other guarantor Loan Parties or any other Person or any collateral any (iii) The Company acknowledges that the Administrative Agent may, without notice to or demand upon the Company and (ii) any defense based on any right of set-off or counterclaim against or in respect of without affecting the obligations liability of the Company hereunderunder 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. (div) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderLender Party. (ev) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Lender and collection of the Guaranteed Obligations: (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any from Borrower or any other Person person liable thereon, and in foreclosure of any security interest and sale of any property 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 remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any law or statute that requires that Borrower or any other 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) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Paying Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Paying Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrowerof the Paying 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 or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Paying Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower or any of its Subsidiaries now or hereafter known by the Administrative Paying Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 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 Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations: (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any from Borrower or any other Person or person liable thereon, and in foreclosure of any collateral. security interest and sale of any property serving as collateral for the Guaranteed Obligations; (b) The Company hereby unconditionally and irrevocably waives any right law or statute that requires that Bank (and, with respect to revoke this Guaranty and acknowledges 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 remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any law or statute that this Guaranty requires that Borrower or any other 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 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) The Company hereby unconditionally 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 irrevocably waives 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 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 or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights maturity of the Company or other rights Guaranteed Obligations is stayed against Guarantor because of the Company to proceed 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 ▇▇▇▇▇▇▇▇’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 other guarantor collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any 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 its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.Guarantor’s assets exceeds its

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the applicable Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent Agent, any L/C Issuer or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law (i) any defense arising by reason of any claim or defense 97 Lululemon Credit Agreement based upon an election of remedies by the Administrative Agent Agent, any L/C Issuer or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company such Guarantor hereunder. (d) The Company 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 Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent Agent, such L/C Issuer or such Lender. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes other Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To Each of the maximum extent permitted by Applicable Law: (a) The Company Guarantors --------------------------------------- hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, accelerationprotest, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee, and any requirement that the Administrative Agent or any 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 Borrower of the other Loan Parties or any other Person or any collateralCollateral. (b) The Company Each 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any the Lender that Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or any other rights of the Company such Guarantor to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the obligations Obligations of the Company hereundersuch Guarantor under this Guarantee. (dc) The Company Each of the Guarantors hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any of the Lender Parties to disclose to the Company 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 Borrower of the other Loan Parties or any of its their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such LenderLender Party. (d) Each of the Guarantors hereby unconditionally waives any right to revoke this Guarantee, and acknowledges that this Guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (e) The Company Each of the Guarantors acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 2 and in this Section 11.3 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company applicable law, the Performance Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Agreement and any other document related thereto, and any requirement that the Administrative Agent or any Lender Indemnified Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower the Guaranteed Party or any other Person or any asset or collateral. (b) The Company 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) The Company Performance Guarantor hereby unconditionally represents and irrevocably waives warrants to the Administrative Agent (ifor the benefit of the Indemnified Parties) any defense arising by reason that it has adequate means to obtain from the Guaranteed Party on a continuing basis all information concerning the financial condition of any claim or defense based upon an election of remedies by the Guaranteed Party, and that the Performance Guarantor is not relying on the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company Indemnified Party to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against provide such information either now or in respect of the obligations of the Company hereunderfuture. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. GUARANTOR WAIVES AND RELEASES THE FOLLOWING RIGHTS, DEMANDS, AND DEFENSES that such Guarantor may have with respect to Agent or any Lender and collection of the Guaranteed Obligations: (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations from Borrower or any other person liable thereon, and this Guaranty and in foreclosure of any requirement security interest serving as collateral for the Guaranteed Obligations; (b) any law or statute that the Administrative requires that Agent or any Lender protectmake demand upon, secureassert claims against, perfect or insure collect from Borrower or other persons or entities, foreclose any Lien or any property subject thereto or security interest, 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 Guaranteed Obligations, including any such rights Guarantor might otherwise have had under any applicable law; (c) any law or statute that requires that Borrower or any other Person person be joined in, notified of or 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) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company PPG hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender or the Issuing Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) The Company 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) The Company PPG hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any 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 the Company PPG or other rights of the Company PPG to proceed against any Borrowerof the other Borrowers, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company PPG hereunder. (d) The Company PPG hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender or the Issuing Lender to disclose to the Company PPG any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender or the Issuing Lender. (e) The Company 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 and the Notes and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any Lender Credit Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (bi) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Credit Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrowerof the other Loan Parties, any other guarantor Subsidiary or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company hereunderunder this Company Guaranty. (diii) 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 Lender Credit Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderCredit Party. (ev) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To Holdings and each of --------------------------- the maximum extent permitted by Applicable Law: (a) The Company Borrowers hereby unconditionally and irrevocably waives waive promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, accelerationprotest, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee, and any requirement that the Administrative Agent or any Lender of the other Secured 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 Borrower of the other Loan Parties or any other Person or any collateralof the Collateral. (b) The Company 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) The Company hereby unconditionally and irrevocably waives waive (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that the other Secured Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company Holdings or such Borrower or any other rights of the Company Holdings or such Borrower to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral of the Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the obligations Obligations of the Company hereunderHoldings or such Borrower under this Guarantee. (dc) The Company Holdings and each of the Borrowers hereby unconditionally and irrevocably waives waive any duty on the part of the Administrative Agent or any Lender of the other Secured Parties to disclose to the Company Holdings or such Borrower any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower of the other Loan Parties or any of its their respective Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such Lenderother Secured Party. (d) Holdings and each of the Borrowers hereby unconditionally waive any right to revoke this Guarantee, and acknowledge that this Guarantee is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (e) The Company 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 and the Notes Loan Documents and that the waivers set forth in Section 11.2 6.02 and in this Section 11.3 6.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent Agent, any Lender or any Lender Hedge Bank protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, any Lender or any Lender Hedge Bank that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such 79 (d) Each Guarantor waives any claim, right or other rights of the Company to proceed remedy, direct or indirect, that such Guarantor now has or may hereafter have against any Borrower, 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-off to participate in, any collateral or counterclaim against security now or in respect of hereafter held by the obligations of the Company hereunderAdministrative Agent, any Lender or any Hedge Bank. (de) The Company Each Guarantor acknowledges that the Administrative 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 Administrative Agent, the Lenders and the Hedge Banks against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (f) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent Agent, any Lender or any Lender Hedge Bank to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, any Borrower other Loan Party or any of its their Subsidiaries now or hereafter known by the Administrative Agent Agent, such Lender or such LenderHedge Bank. (eg) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes other Loan Documents and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To Guarantor waives and releases the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally following rights, demands, and irrevocably waives promptness, diligence, notice of acceptance, presentment, 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 from Debtor or any other person liable thereon, and this Guaranty in foreclosure of any security interest and sale of any property 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 remedies, or take any other action against Debtor or other persons or entities before making demand on, collecting from, or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under the provisions of the Michigan Compiled Laws, and any requirement successor statute and any other applicable law c. any law or statute that the Administrative Agent requires that Debtor or any other person be joined in, notified of, or made part of any action against Guarantor d. that Lender or any Lender protectAffiliate preserve, secureinsure, or perfect any security interest in collateral or insure 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 Lien new transactions or other relationships between Lender, any property subject thereto Lender Affiliate, Debtor, and/or any other Guarantor, and of changes in the financial condition of, ownership of, or exhaust any right or take any action against any Borrower business structure of Debtor or any other Person 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) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, notice of dishonor, protest or dishonor dishonor, notice of the existence, creation, increase, extension or renewal of any of the Guarantied Obligations, and any and all other notice notices and demands whatsoever with respect to any of the Guaranteed Guarantied Obligations and this Guaranty Guaranty, and any requirement that the Administrative Agent or any Lender protect, preserve, secure, perfect or insure any Lien lien or any property subject thereto or exhaust any right or remedy or take any action against Borrower, any Borrower other Person, any collateral, or any other Person guarantor or surety or any collateralother Person. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any set-off, defense or counterclaim arising by reason of any claim or defense based upon an election the exercise of any rights or remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrowerof the other Loan 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 off, recoupment or counterclaim against or in respect of the obligations of the Company such Guarantor hereunder, whether arising under any Loan Document, any Law or otherwise. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 3 and this Section 11.3 4 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender Guaranteed Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (b) . 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the obligations Obligations of the Company hereunder. (db) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender Guaranteed Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderGuaranteed Party. (ec) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Lenders and collection of the Guaranteed Obligations: (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any from Borrower or any other Person person liable thereon, and in foreclosure of any security interest and sale of any property 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 remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any law or statute that requires that Borrower or any other 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) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable LawEach Guarantor hereby unconditionally and irrevocably waives: (a) The Company hereby unconditionally and irrevocably waives promptnessPromptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformancenon-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and or this Guaranty and any requirement that the Administrative Agent or any Lender Secured Party protect, secure, perfect or insure any Lien or any property Property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral.Collateral; (b) The Company 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or Any defense based upon an election of remedies by the Administrative Agent or any Lender a Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or contribution, indemnification rights of the Company or other rights of the Company such Guarantor to proceed against any Borrowerother Loan Party, any other guarantor or any other Person or any collateral Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the obligations of the Company such Guarantor hereunder.; (d) The Company hereby unconditionally and irrevocably waives any Any duty on the part of the Administrative Agent or any Lender Secured Party to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties Property or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender.any Secured Party; (e) The Company All rights that it may have now or in the future under any Applicable Law to compel any Credit Party or Issuing Bank to marshal any assets or to proceed against any Person or security for the payment or performance of any of the Guaranteed Obligations before, or as a condition to, proceeding against such Guarantor; (f) All other defenses available to a surety, guarantor or accommodation co-obligor other than Full Payment of all of the Guaranteed Obligations; Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing and arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 and this Section 11.3 herein are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent any Lender Party, any Hedge Bank or any Operating Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Borrower, any Loan Party, any Hedge Subsidiary, any other Subsidiary of the Borrower party to any Operating Indebtedness Agreement or any other Person or any collateralCollateral. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent any Lender Party or any 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 the Company such Guarantor or any other rights of the Company such Guarantor to proceed against any of the other Loan Parties, any Hedge Subsidiary, any such Subsidiary of the Borrower, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company such Guarantor hereunder. (d) The Company 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 Operating Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent such Lender Party, Hedge Bank or such Operating Lender. (ef) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement the Loan Documents, the Hedge Agreements and the Notes Operating Indebtedness Agreements, and that the waivers set forth in Section 11.2 2 hereof and this Section 11.3 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrowerof the 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 or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.. Five Year Credit Agreement

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the applicable Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent Agent, any L/C Issuer or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives to the fullest extent permitted under applicable Law (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, any L/C Issuer or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company such Guarantor hereunder. (d) The Company 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 Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent Agent, such L/C Issuer or such Lender. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes other Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 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 Lenders and collection of the Guaranteed Obligations: (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally promptness and irrevocably waives promptness, diligence, notice diligence in collection of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any from Borrower or any other Person person liable thereon, and in foreclosure of any security interest and sale of any property 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 remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations; (c) any law or statute that requires that Borrower or any other 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) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Borrower, any Guarantor or any other Person or any collateralPerson. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrowersuch Guarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company such Guarantor hereunder, (iii) any right to proceed against any Borrower, any Guarantor or any other party and (iv) any right to proceed against or exhaust any security held from any Borrower or any other party. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Borrower, any Guarantor or any of its their respective Subsidiaries now or hereafter known by the Administrative Agent or 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) The Company Each 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 any Borrower or any other person, before claiming any amounts due from such Guarantor hereunder; (ii) to which it may be entitled to have the assets of any Borrower or any other person first be used, applied or depleted as payment of the 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 Borrowers and such Guarantor (including other Guarantors). (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 2 and this Section 11.3 3 are knowingly made in contemplation of such benefitsbenefits and with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law. (g) Each Guarantor confirms that it is aware of the content of the Credit Agreement and acknowledges and agrees that this Guarantee and any and all of its obligations under the Loan Documents shall be subject in all respects to the provisions set forth in the Credit Agreement as such provisions relate to and are applicable to such Guarantor (in any capacity).

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, protest or dishonor dishonor, notice of the existence or creation of any or all of the Secured Obligations, and any other notice with respect to any of the Guaranteed Secured Obligations and the guarantee contained in this Guaranty Section 2 and any requirement that the Administrative Agent or any Lender Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Borrower, any Borrower other Guarantor, any other Person, any Collateral, or any other Person or any collateralsecurity. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against the Borrower, any Borrowerother 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 off, recoupment, or counterclaim against or in respect of the obligations Obligations of the Company such Guarantor hereunder. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender Secured Party to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Loan Party or any of its respective Subsidiaries now or hereafter known by the Administrative Agent or such LenderSecured Party. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 its guarantee hereunder and this Section 11.3 its other agreements herein are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Article VII and any requirement that the Administrative Agent or any Lender or the Agent protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateralPerson. (b) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender or the Agent that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender or the Agent to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by such Lender or the Administrative Agent or such LenderAgent. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the any Notes and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (ba) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any of the other Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (dc) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or AMERICAS/2024254939.6 151 Sealed Air – 4th A&R Syndicated Facility Agt prospects of any other Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (ed) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the any Notes and that the waivers set forth in Section 11.2 7.03 and this Section 11.3 7.04 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company law, MLP hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Parent Guaranteed Obligations and this Parent Guaranty and any requirement that the Administrative Agent or any Lender other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateralCollateral. (b) The Company 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) The Company 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 or any Lender other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company MLP or other rights of the Company MLP to proceed against any Borrowerof the other Transaction Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Parent Guaranteed Obligations of the Company MLP hereunder. (d) The Company To the extent permitted by law, MLP hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender other Secured Party to disclose to the Company MLP any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Transaction Party or any of its the Borrower’s Subsidiaries now or hereafter known by the Administrative Agent or such Lender.other Secured Party. 158 Alliance Resource (e) The Company 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 and the Notes Loan Documents and that the waivers set forth in Section 11.2 9.02 and this Section 11.3 9.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any the Borrower or any other Person or any collateralPerson. (b) The Company 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) The Company Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any BorrowerGuarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company Guarantor hereunder, (iii) any right to proceed against the Borrower or any other party and (iv) any right to proceed against or exhaust any security held from the Borrower or any other party. (d) The Company Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. The Guarantor acknowledges that the Lenders shall have no obligation to investigate the financial condition or affairs of the Borrower or any of its Subsidiaries. (e) The Company 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 and the Notes Loan Documents and that the waivers set forth in Section 11.2 2 and this Section 11.3 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) . To the maximum extent permitted by Applicable Law:D (a) The Company Each Subsidiary Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformancenon-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty (other than any demand, presentment or notice required by the Loan Documents) and any requirement that the Administrative Agent or any Lender Guaranteed Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateralCollateral. (b) The Company 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) The Company Each Subsidiary Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Subsidiary Guarantor or other rights of the Company such Subsidiary Guarantor to proceed against any Borrowerother Loan Party, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Guaranteed Obligations of the Company such Subsidiary Guarantor hereunder. (d) The Company Each Subsidiary Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender Guaranteed Party to disclose to the Company such Subsidiary Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderGuaranteed Party. (e) The Company Each Subsidiary Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 2 and this Section 11.3 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand   for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of the Company hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender Party protect, secure, perfect or insure any Lien security interest or Lien, or any property subject thereto thereto, or exhaust any right or take any action against any the Borrower or any other Person (including any Guarantor) or entity or any collateralcollateral securing any Guaranteed Obligations. (b) The Company 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) The Company 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 or the Lender Parties; (iv) any Lender that in act which shall defer or delay the operation of any manner impairs, reduces, releases statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or otherwise adversely affects delay the subrogation, reimbursement, exoneration, contribution or indemnification rights operation of the Company or other rights such statute of the Company limitations applicable to proceed against any Borrower, any other guarantor or any other Person or any collateral such Guarantor’s liability hereunder; and (iiv) any defense based on or benefit that 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 right action or foreclosure against such Guarantor or its properties including, without limitation, the benefits of set-off or counterclaim against or in respect Sections 2787 through 2855, inclusive, and Sections 2899 and 3433 of the obligations of the Company hereunderCalifornia Civil Code and any successor provisions to such Sections, or any similar provisions under United States law. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 and this Section 11.3 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guarantee and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any the Borrower or any other Person or any collateralPerson. (b) The Company 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) The Company Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any BorrowerGuarantor, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company Guarantor hereunder, (iii) any right to proceed against the Borrower or any other party and (iv) any right to proceed against or exhaust any security held from the Borrower or any other party. (d) The Company Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any the Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. The Guarantor acknowledges that the Lenders shall have no obligation to investigate the financial condition or affairs of the Borrower or any of its Subsidiaries. (e) The Company 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 and the Notes Loan Documents and that the waivers set forth in Section 11.2 2 and this Section 11.3 3 are knowingly made in contemplation of such benefitsbenefits and with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law. (g) The Guarantor confirms that it is aware of the content of the Bridge Loan Agreement and acknowledges and agrees that this Guarantee and any and all of its obligations under the Loan Documents shall be subject in all respects to the provisions set forth in the Bridge Loan Agreement.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender other Secured Party protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateralCollateral. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that the other Secured Parties which in any manner impairs, reduces, releases or otherwise adversely affects the such Guarantor's subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or any other rights of the Company such Guarantor to proceed against any 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 setoff or counterclaim against or in respect of the obligations of the Company hereundersuch Guarantor's Obligations under this Guaranty. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender other Secured Party to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties assets, nature of assets, liabilities, (including, without limitation, tax and environmental liabilities) or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lenderother Secured Party. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 7.02 and in this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, protest or dishonor dishonor, notice of the existence or creation of any or all of the Secured Obligations, and any other notice with respect to any of the Guaranteed Secured Obligations and the guarantee contained in this Guaranty Section 2 and any requirement that the Administrative Agent or any Lender Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Borrower, any Borrower other Guarantor, any other Person, any Collateral, or any other Person or any collateralsecurity. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against the Borrower, any Borrowerother 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 off, recoupment, or counterclaim against or in respect of the obligations Obligations of the Company such Guarantor hereunder. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender Secured Party to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Loan Party or any of its respective Subsidiaries now or hereafter known by the Administrative Agent or such LenderSecured Party. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 its guarantee hereunder and this Section 11.3 its other agreements herein are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company law, each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateralCollateral. (b) The Company 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) The Company To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Guaranteed Obligations of the Company such Guarantor hereunder. (d) The Company To the extent permitted by law, each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender other Secured Party to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lenderother Secured Party. (e) The Company Subject to the terms of the other Loan Documents, the Collateral Agent may foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to it against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 1(a)Section 2 and this Section 11.3 3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To Each of Holdings and the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateral. (b) The Each 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) The Each 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 or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Holdings or the Company or other rights of Holdings or the Company to proceed against any Borrower, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations of Holdings or the Company hereunder.hereunder (other than payment of such Guaranteed Obligations). Amendment No. 2 to Xerox Credit Agreement 7 (d) The Each of Holdings and the Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to Holdings or the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Each of Holdings and the Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 7.02 and this Section 11.3 7.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a1) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, protest or dishonor dishonor, notice of the existence or creation of any or all of the Obligations, and any other notice with respect to any of the Guaranteed Obligations and the guarantee contained in this Guaranty Article II and any requirement that the Administrative Agent or any Lender Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Borrower, any Borrower other Guarantor, any other Person, any Collateral, or any other Person or any collateralsecurity. (b2) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against the Borrower, any Borrowerother 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 off, recoupment, or counterclaim against or in respect of the obligations Obligations of the Company such Guarantor hereunder. (d4) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender Secured Party to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower Loan Party or any of its respective Subsidiaries now or hereafter known by the Administrative Agent or such LenderSecured Party. (e5) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 its guarantee hereunder and this Section 11.3 its other agreements herein are knowingly made in contemplation of such benefits. (6) Each Guarantor unconditionally and irrevocably waives any and all rights and defenses that it may now or hereafter have under Chapter 34 of the Texas Business and Commerce Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Rule 31 of the Texas Rules of Civil Procedure and Sections 51.003, 51.004, and 51.005 of the Texas Property Code.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Parent hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Parent Guaranty, and any requirement that any of the Administrative Agent Agents or any Lender of the other Secured 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 Borrower of the other Loan Parties or any other Person or any collateralCollateral. (b) 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) The Company Parent hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agents or any Lender the other Secured Parties that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company Parent or any other rights of the Company Parent to proceed against the Borrower, any BorrowerSubsidiary Guarantor, any of the other Loan Parties, any other guarantor or any other Person or any collateral Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the obligations Obligations of the Company hereunderParent under this Parent Guaranty. (dc) The Company Parent hereby unconditionally and irrevocably waives any duty on the part of any of the Administrative Agent Agents or any Lender of the other Secured Parties to disclose to the Company Parent any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower of the other Loan Parties or any of its their respective Subsidiaries now or hereafter known by the Administrative such Agent or such LenderSecured Party. (d) The Parent 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 Guaranteed Obligations, whether existing now or in the future. (e) The Company Parent hereby acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 8.02 and in this Section 11.3 8.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To Except as otherwise expressly provided in this Agreement and/or the maximum extent permitted by Applicable Law: (a) The Company other Loan Documents, each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this the Guaranty and any requirement that the Administrative Agent Agent, any L/C Issuer or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral.Person. 179 (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent Agent, any L/C Issuer or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Secured Obligations of the Company such Guarantor hereunder. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent Agent, any L/C Issuer or any Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent Agent, any L/C Issuer or such any Lender. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby Guarantor unconditionally and irrevocably hereby waives promptnessany right to revoke this Guaranty, diligence, notice of acceptance, presentment, demand for performanceof payment, notice filing of nonperformance, default, accelerationclaims with a court in the event of receivership or bankruptcy of the Seller or any other Person (other than Guarantor to the extent required by the Bankruptcy Code), protest or dishonor and any other notice with respect to any of the Guaranteed Obligations Obligations, all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guaranty Guaranty, and any requirement all other notices or demands whatsoever (and shall not require that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any collateralsame be made on the Seller as a condition precedent to Guarantor’s obligations hereunder). (b) The Company Beneficiary is hereby unconditionally authorized, without notice or demand and irrevocably waives without affecting the liability of Guarantor hereunder, from time to time, (i) to renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, all or any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all part of the Guaranteed Obligations, whether existing 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 in the future. hereafter liable with respect to any Guaranteed Obligation); (cii) 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 to accept partial payments on all or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights part of the Company Guaranteed Obligations; (iii) to take and hold security or other rights collateral for the payment of all or any part of the Company to proceed against any BorrowerGuaranteed Obligations, any other guarantor this Guaranty, or any other Person 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 (iivi) to settle, release, exchange, enforce, waive, compromise or collect or otherwise liquidate all or any defense based 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 right of set-off manner, without affecting or counterclaim against or in respect of impairing the obligations of the Company Guarantor hereunder. (d) The Company hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower or any of its Subsidiaries now or hereafter known by the Administrative Agent or such Lender. (e) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes and that the waivers set forth in Section 11.2 and this Section 11.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each of Group and each Subsidiary Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty Guaranty, and any requirement that the Administrative Agent or any Lender the Collateral Agent protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any Borrower other Obligor or any other Person or any collateralCollateral. (b) The Company 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) The Company Each of Group and each Subsidiary Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Collateral Agent or any Lender that which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company Group or such Subsidiary Guarantor or other rights of the Company to proceed against any Borrowerof the other Obligors, any other guarantor or any other Person or any collateral Collateral, and (ii) any defense based on any right of set-off setoff or counterclaim against or in respect of the obligations Obligations of the Company Group or such Subsidiary Guarantor hereunder. (d) The Company 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 Lender the Collateral Agent to disclose to the Company Group or any such Subsidiary Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Obligor or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderPerson. (ef) The Company 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 and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.2 and this Section 11.3 10.3 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any Lender Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (bi) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrowerof the other Loan Parties, any other guarantor Subsidiary or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company hereunderunder this Company Guaranty. (diii) 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 Lender Secured Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderSecured Party. (ev) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this the Guaranty and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateralPerson. (b) The Company 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) The Company Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company such Guarantor or other rights of the Company such Guarantor to proceed against any Borrowerof the other Loan Parties, any other guarantor or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company such Guarantor hereunder. (d) The Company Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any Lender to disclose to the Company such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Restricted Subsidiaries now or hereafter known by the Administrative Agent or such any Lender. (e) The Company Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any Lender Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (bi) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any of the other guarantor Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company hereunderunder this Company Guaranty. (diii) 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 Lender Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderLender Party. (ev) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any Lender Credit Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (bi) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Credit Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrowerof the other Loan Parties, any other guarantor Subsidiary or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the obligations Obligations of the Company hereunderunder this Company Guaranty. (diii) 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 Lender Credit Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderCredit Party. (ev) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.

Waivers and Acknowledgments. (a) . To the maximum extent permitted by Applicable Law: (a) The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company Guaranty and any requirement that the Administrative Agent or any Lender Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower Loan Party or any other Person or any collateral. (bi) 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) The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any Borrower, any of the other guarantor Loan Parties or any other Person or any collateral and (ii) any defense based on any right of set-set- off or counterclaim against or in respect of the obligations Obligations of the Company hereunderunder this Company Guaranty. (diii) 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 Lender Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower other Loan Party or any of its Subsidiaries now or hereafter known by the Administrative Agent or such LenderLender Party. (ev) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the Notes Loan Documents and that the waivers set forth in Section 11.2 10.02 and this Section 11.3 10.03 are knowingly made in contemplation of such benefits.