Waivers by Guarantor. Each Guarantor expressly waives to the fullest extent permitted by applicable law: # notice of acceptance of this Guaranty by the Lenders and of all extensions of credit to the Borrowers by the Lenders; # presentment and demand for payment or performance of any of the Obligations; # protest and notice of dishonor or of default (except as specifically required in the Credit Agreement) with respect to the Obligations or with respect to any security therefor; # notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders’ subordinating, compromising, impairing, discharging or releasing such security interests, liens or encumbrances, if any; # all other notices to which such Guarantor might otherwise be entitled; and # the benefit of any laws that exonerate or limit the liability of guarantors or sureties, and any defenses provided by these laws.

To the fullestmaximum extent permitted by applicable law: #law, each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by # the failure of any Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Borrower under the provisions of this Guaranty by the Lenders and of all extensions of credit to the Borrowers by the Lenders;Agreement (including under [Section 2(b)] above), any other Loan Document or otherwise; # presentment and demand for paymentany extension or performancerenewal of any of the Obligations; # protest and noticeany rescission, waiver, amendment or modification of, or release from, any of dishonorthe terms or provisions of default (except as specifically requiredany other Loan Document or other agreement; # the failure or delay of any Guaranteed Party to exercise any right or remedy against any other guarantor of the Obligations; # the failure of any Guaranteed Party to assert any claim or demand or to enforce any remedy under any Loan Document or any other agreement or instrument; # any default, failure or delay, willful or otherwise, in the Credit Agreement) with respectperformance of the Obligations; # any increases in the outstanding amount of Loans and other Obligations; or # any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation (other than payment in full of the Obligations or with respect to any security therefor; # notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders’ subordinating, compromising, impairing, discharging or releasing such security interests, liens or encumbrances, if any; # all other notices(excluding contingent obligations as to which such Guarantor might otherwise be entitled; and # the benefit of any laws that exonerateno claim has been made) or limit the liability of guarantors or sureties, and any defenses provided by these laws.release pursuant to [Section 17] hereof).

To the extent applicable, each Guarantor expressly waives presentation to, demand of payment from and protest to the fullest extent permitted by applicable law: # notice of acceptance of this Guaranty by the Lenders and of all extensions of credit to the Borrowers by the Lenders; # presentment and demand for payment or performanceBorrower of any of the Obligations; # protestObligations and also waives notice of dishonorprotest for nonpayment. Each Guarantor waives notice of any default under the Obligations. The obligations of each Guarantor hereunder shall not be affected by # the failure of any Guaranteed Creditor to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Person under the Loan Documents; # any extension or renewal of default (except as specifically requiredthe Loan Documents; # any rescission, waiver, amendment or modification of any of the terms or provisions of any of the Loan Documents; # the failure of any Guaranteed Creditor to exercise any right or remedy against any other guarantor of the Obligations; or # any change in the Credit Agreement) with respect to the Obligationsownership of each Guarantor, except as provided in [Section 2(b)] or with respect to[Section 2(c)]. Each Guarantor hereby waives any security therefor; # notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders’ subordinating, compromising, impairing, discharging or releasing such security interests, liens or encumbrances, if any; # all other noticesright to which it may be entitled to have its Obligations hereunder divided among the ​, such Guarantor might otherwisethat such Guarantor’s obligations would be entitled; and #less than the benefit of any laws that exonerate or limit the liability of guarantors or sureties, and any defenses provided by these laws.full amount claimed.

1.6Waivers. Each Guarantor expressly waiveshereby waives, to the fullest extent permitted by applicable law:law, # all presentments, demands for performance, notice of non-performance, protests, notices of protests and notices of dishonor in connection with the Guaranteed Obligations or any agreement relating thereto; # notice of acceptance of this Guaranty byAgreement; # any requirement of diligence or promptness on the Lenders andpart of all extensionsthe Administrative Agent or any Lender in the enforcement of creditits rights hereunder or under the Loan Documents; # any enforcement of any present or future agreement or instrument relating directly or indirectly to the Borrowers by the Lenders; # presentment and demand for payment or performance of any of the Obligations; # protest and notice of dishonor or of default (except as specifically required in the Credit Agreement) with respect to the Obligations or with respect to any security therefor; # notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders’ subordinating, compromising, impairing, discharging or releasing such security interests, liens or encumbrances, if any; # all other notices to which such Guarantor might otherwise be entitled; and # the benefit of any laws that exonerate or limit the liability of guarantors or sureties, and any defenses provided by these laws.Guaranteed

The Guarantor expressly waiveshereby waives, to the fullest extent permitted by applicable law: # any notice required by law or otherwise to preserve any rights hereunder or under the Credit Agreement, the Notes or any other Transaction Document against the Guarantor or against the other Credit Parties, or any of them, including without limitation: # acceptance, presentment, demand, protest, or proof of nonperformance of any Obligation, # notice of the sale of any Collateral or the transfer the Credit Parties, or any of them, of any interest in any Collateral or the Credit Agreement, the Notes or any other Transaction Document, # notice of the acceptance of this Guaranty by the Lenders and of any change in any of the Credit Parties’ financial condition, # notices of the creation, renewal, extension, or accrual of any Obligation or any of the matters referred to in [Section 2] hereof, or any notice of or proof of reliance by any of the Creditors upon this Guaranty or acceptance of this Guaranty (the Obligations, and any of them, shall conclusively be deemed to have been created, contracted, incurred or renewed, extended, amended or waived in reliance upon this Guaranty and all extensionsdealings between the Credit Parties or the Guarantor and the Creditors shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty), and # notices which may be required by statute, rule of creditlaw or otherwise, now or hereafter in effect, to the Borrowers by the Lenders; # presentment and demand for payment or performancepreserve intact any rights of any of the Obligations;Creditors against the Guarantor; # protest and noticethe prior exercise of dishonor or of default (except as specifically requiredany remedy contained in the Credit Agreement) with respectAgreement, the Notes or any other Transaction Document or otherwise available to the ObligationsCreditors; # any requirement of diligence on the part of any Person including without limitation diligence in making any claim or with respectcommencing suit hereon or on the Credit Agreement, the Notes or any other Transaction Document, and any requirement to mitigate damages or exhaust remedies under the Credit Agreement, the Notes or any security therefor;other Transaction Document; # noticethe right to interpose all substantive and procedural defense of the Lenders obtaining, amending, substituting for, releasing, waivinglaw of guaranty, indemnification, suretyship, or modifyingother applicable law except the defense of prior payment or prior performance by any security interest, lien or encumbrance, if any, hereafter securingof the Obligations,Credit Parties or the Lenders’ subordinating, compromising, impairing, discharging or releasing such security interests, liens or encumbrances, if any;Guarantor of the Obligations; # all other noticesrights and remedies accorded by applicable laws to which such Guarantor might otherwise be entitled; and # the benefit of any laws that exonerate or limit the liability of guarantors or sureties, including any extension of time conferred by any law now or hereafter in effect; # any right or claim of right to cause a marshaling of any of the Credit Parties’ assets or to cause any of the Creditors to proceed against any of the Credit Parties or any collateral held by any of the Creditors at any time or in any particular order; # rights to the enforcement, assertion, or exercise by any of the Creditors of any right, power, privilege, or remedy conferred herein or in the Credit Agreement, the Notes or any other Transaction Document or otherwise; # notices of the sale, transfer or other disposition of any right, title to, or interest in the Credit Agreement, the Notes or any other Transaction Document; and # any defenses provided by these laws.other right whatsoever which might otherwise constitute a discharge, release, or defense of the Guarantor hereunder or of any of the other Credit Parties under the Credit Agreement, the Notes or any other Transaction Document or which might otherwise limit recourse against the other Credit Parties. No failure to exercise and no delay in exercising, on the part of any of the Creditors, any right, power, or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof, or the SK 00382 0203 9123836 v4