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 maximum extent permitted by applicable 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 Agreement (including under [Section 2(b)] above), any other Loan Document or otherwise; # any extension or renewal of any of the Obligations; # any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of any 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 performance 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 (excluding contingent obligations as to which no claim has been made) or release pursuant to [Section 17] hereof).

To the extent applicable, each Guarantor waives presentation to, demand of payment from and protest to the Borrower of any of the Obligations and also waives notice of protest 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 the 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 ownership of each Guarantor, except as provided in Section 2(b) or Section 2(c). Each Guarantor hereby waives any right to which it may be entitled to have its Obligations hereunder divided among the ​, such that such Guarantor’s obligations would be less than the full amount claimed.

1.6Waivers. Each Guarantor hereby waives, to the fullest extent permitted by applicable 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 Agreement; # any requirement of diligence or promptness on the part of the Administrative Agent or any Lender in the enforcement of its rights hereunder or under the Loan Documents; # any enforcement of any present or future agreement or instrument relating directly or indirectly to the Guaranteed

The Guarantor hereby waives, to the 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 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 dealings 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 law or otherwise, now or hereafter in effect, to preserve intact any rights of any of the Creditors against the Guarantor; # the prior exercise of any remedy contained in the Credit Agreement, the Notes or any other Transaction Document or otherwise available to the Creditors; # any requirement of diligence on the part of any Person including without limitation diligence in making any claim or commencing 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 other Transaction Document; # the right to interpose all substantive and procedural defense of the law of guaranty, indemnification, suretyship, or other applicable law except the defense of prior payment or prior performance by any of the Credit Parties or the Guarantor of the Obligations; # all rights and remedies accorded by applicable laws to 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 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