Common use of Agreements and Waivers Clause in Contracts

Agreements and Waivers. Each Guarantor (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party with Administrative Agent, Collateral Agent, the Lenders and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the Transactions; (b) agrees that Administrative Agent and Collateral Agent may without impairing their rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person who is personally or whose property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder. (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by law; (iii) the failure of Administrative Agent, any other Secured Party or any other Person to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (iv) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lien; (v) the fact that Borrower, any other Loan Party or any other Person has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Person; (vii) any defenses which Borrower, any other Loan Party or any other Person could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence of the Final Discharge Date; (e) to the fullest extent allowed by applicable law, waives all rights and remedies now or hereafter accorded by applicable law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, the Lenders and/or any other Secured Party; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) any Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party or any other Surety; and (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by law, except as such waiver may be expressly prohibited by applicable law, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them may be entitled by virtue of applicable law governing or relating to suretyship and guaranties, including, without limitation, any rights under the Uniform Commercial Code as in effect at any time in any applicable jurisdiction, or applicable common law.

Agreements and Waivers. Each Guarantor (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrowers with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower Borrowers or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by BorrowerBorrowers, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower Borrowers in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower Borrowers or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower Borrowers or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to BorrowerBorrowers, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrowers could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower Borrowers or which Borrower Borrowers may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrowers or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times.

Agreements and Waivers. Each Guarantor (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party the Borrowers with Administrative Agent, Collateral Agent, the Lenders and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsLender; (b) agrees that Administrative Agent and Collateral Agent Lender may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release any Borrower or any other Personperson or entity, including, without limitation, any other Person party who is personally or whose property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors Guarantor and any such other Person person or Persons persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by any Borrower, any Surety, or any other Personperson or entity, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or any Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent Lender may deem appropriate; , or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder. (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by law; (iii) the failure of Administrative Agent, any other Secured Party Lender or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; except when such failure results from Lender’s gross negligence or willful misconduct; (iv) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by any Borrower or any Surety to Administrative Agent and/or any other Secured Party Lender is a preference under applicable bankruptcy laws, or for any reason Administrative Agent and/or any other Secured Party Lender is required to refund such payment or pay such amounts to any Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable law, waives all rights and remedies now or hereafter accorded by applicable law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against any Borrower or which any Borrower may have against Administrative Agent, Collateral Agent, the Lenders and/or any other Secured PartyLender; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) any Secured PartyLender’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by law, except as such waiver may be expressly prohibited by applicable law, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them may be entitled by virtue of applicable law the laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times.

Agreements and Waivers. Each The Guarantor: (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the its obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors Guarantor and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willfulwilful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such the Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the samesame in accordance with the terms thereof; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any the Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such the Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usuryusury but excluding the defense of Payment in Full; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such the Guarantor or any Surety, or increases the likelihood that such the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such the Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such the Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and (h) waives each right represents and warrants to which the Administrative Agent and the Lenders that the Guarantor (a) has received, or will receive, direct or indirect benefit from the making of the Guaranty and the Obligations, and (b) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of them may be entitled by virtue the Obligations, but the Guarantor is not relying on such financial condition, such Collateral, or the agreement of applicable law governing or relating any other party as an inducement to suretyship enter into this Agreement and guaranties, including, without limitationprovide the Guaranty. The Guarantor confirms that neither Administrative Agent, any rights under Lender, nor any other party has made any representation, warranty or statement to the Uniform Commercial Code as Guarantor in effect at any time in any applicable jurisdiction, or applicable common laworder to induce the Guarantor to execute this Agreement and provide the Guaranty.

Agreements and Waivers. Each Guarantor: (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrowers with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder hereunder, and without consent of or notice to any Guarantor, (i) waive or delay the exercise of any of its rights or remedies against or release any Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by any Borrower, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or any Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by any Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to BorrowerBorrowers, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against any Borrower or which any Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times.

Agreements and Waivers. Each Guarantor: (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and; (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times; and (i) represents and warrants to the Administrative Agent and the Lenders that such Guarantor (a) has received, or will receive, direct or indirect benefit from the making of the Guaranty and the Obligations, (b) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of the Obligations, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of any other party as an inducement to enter into this Agreement and provide the Guaranty. Each Guarantor confirms that neither Administrative Agent, any Lender, any other Guarantor, nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Guaranty, and (c) is a Qualified ECP Guarantor.

Agreements and Waivers. Each Guarantor: (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and; (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times; and (i) represents and warrants to the Administrative Agent and the Lenders that such Guarantor (i) has received, or will receive, direct or indirect benefit from the making of the Guaranty and the Obligations, (ii) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of the Obligations, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of any other party as an inducement to enter into this Agreement and provide the Guaranty and (iii) is a Qualified ECP Guarantor. Each Guarantor confirms that neither Administrative Agent, any Lender, any other Guarantor, nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Guaranty.

Agreements and Waivers. Each Guarantor: (a) a. agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Xxxxxx and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) a. agrees that Administrative Agent and Collateral Agent Lender may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations Indebtedness or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed ObligationsIndebtedness; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations Indebtedness or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations Indebtedness or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed ObligationsIndebtedness; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole Exhibit 10.01 or in part for such consideration or no consideration as Administrative Agent Lender may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) a. agrees that the obligations of such Guarantor under this Guaranty Agreement shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations Indebtedness or any document or agreement executed in connection with the Guaranteed ObligationsIndebtedness, for any reason, or the fact that any debt included in the Guaranteed Obligations Indebtedness exceeds the amount permitted by applicable law; (iii) the failure of Administrative Agent, any other Secured Party Lender or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations Indebtedness is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed ObligationsIndebtedness; (vi) any payment by Borrower or any Surety to Administrative Agent Lender and/or any other Secured Party is a preference under applicable bankruptcy lawsApplicable Bankruptcy Law, or for any reason Administrative Agent Lender and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed ObligationsIndebtedness, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documentsother Security Instruments, the Guaranteed ObligationsIndebtedness, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations Indebtedness pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, a. agrees that such Guarantor is obligated to pay the Guaranteed Obligations Indebtedness when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateIndebtedness; (e) a. to the fullest extent allowed by applicable law, waives all rights and remedies now or hereafter accorded by applicable law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, the Lenders and/or any other Secured PartyLender; (f) a. waives all notices whatsoever with respect to this Guaranty Agreement or with respect to the Guaranteed ObligationsIndebtedness, including, but without limitation, notice of (i) Lender’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party or any other Surety; and (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by law, except as such waiver may be expressly prohibited by applicable law, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them may be entitled by virtue of applicable law governing or relating to suretyship and guaranties, including, without limitation, any rights under the Uniform Commercial Code as in effect at any time in any applicable jurisdiction, or applicable common law.

Agreements and Waivers. Each Guarantor: (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to CREDIT AGREEMENT – Page 153 any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured Party;Lenders; CREDIT AGREEMENT – Page 154 (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and; (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times; and (i) represents and warrants to the Administrative Agent and the Lenders that such Guarantor (i) has received, or will receive, direct or indirect benefit from the making of the Guaranty and the Obligations, (ii) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of the Obligations, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of any other party as an inducement to enter into this Agreement and provide the Guaranty and (iii) is a Qualified ECP Guarantor. Each Guarantor confirms that neither Administrative Agent, any Lender, any other Guarantor, nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Guaranty.

Agreements and Waivers. Each Guarantor (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsCREDIT AGREEMENT – Page 121 0000-0000-0000.5 Debtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and; (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times; and (i) represents and warrants to the Administrative Agent and the Lenders that such Guarantor (a) has received, or will receive, direct or indirect benefit from the making of CREDIT AGREEMENT – Page 122 0000-0000-0000.5 the Guaranty and the Obligations, (b) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of the Obligations, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of any other party as an inducement to enter into this Agreement and provide the Guaranty. Each Guarantor confirms that neither Administrative Agent, any Lender, any other Guarantor, nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Guaranty, and (c) is a Qualified ECP Guarantor.

Agreements and Waivers. Each Guarantor (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one (1) or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one (1) or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by law4858-2715-9620 v.17 113 Law; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and; (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times; and (i) represents and warrants to the Administrative Agent and the Lenders that such Guarantor (a) has received, or will receive, direct or indirect benefit from the making of the Guaranty and the Obligations, (b) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of the Obligations, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of any other party as an inducement to enter into this Agreement and provide the Guaranty. Each Guarantor confirms that neither Administrative Agent, any Lender, any other Guarantor, nor any 4858-2715-9620 v.17 114 other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Guaranty, and (c) is a Qualified ECP Guarantor.

Agreements and Waivers. Each Guarantor (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and Secured Party relating to the Transactions; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property is liable with respect to the Guaranteed Secured Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Secured Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Secured Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Secured Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed Secured Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Secured Obligations or any document or agreement executed in connection with the Guaranteed Secured Obligations, for any reason, or the fact that any debt included in the Guaranteed Secured Obligations exceeds the amount permitted by law; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (iv) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Secured Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Secured Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Secured Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit Agreement, the Loan Documents, the Guaranteed Secured Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Secured Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Secured Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateSecured Obligations; (e) to the fullest extent allowed by applicable law, waives all rights and remedies now or hereafter accorded by applicable law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Secured Obligations, including, but without limitation, notice of (i) any Secured PartyAdministrative Agent’s and/or the Lenders’ acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Secured Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, or other security for any of the Guaranteed Secured Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Secured Obligations, and any demands and notices required by law, except as such waiver may be expressly prohibited by applicable law, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them it may be entitled by virtue of applicable law the laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times.

Agreements and Waivers. Each Guarantor (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrowers with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower Borrowers or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by BorrowerBorrowers, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower Borrowers in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower Borrowers or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower Borrowers or any AMENDED AND RESTATED CREDIT AGREEMENT – Page 105 Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to BorrowerBorrowers, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrowers could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower Borrowers or which Borrower Borrowers may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrowers or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times.

Agreements and Waivers. Each Guarantor (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and; (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times; and (i) represents and warrants to the Administrative Agent and the Lenders that such Guarantor (a) has received, or will receive, direct or indirect benefit from the making of the Guaranty and the Obligations, (b) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of the Obligations, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of any other party as an inducement to enter into this Agreement and provide the Guaranty. Each Guarantor confirms that neither Administrative Agent, any Lender, any other Guarantor, nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Guaranty, and (c) is a Qualified ECP Guarantor.

Agreements and Waivers. Each Guarantor: (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof;; CREDIT AGREEMENT – Page 148 42297167v.11 (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and; (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times; and (i) represents and warrants to the Administrative Agent and the Lenders that such Guarantor (a) has received, or will receive, direct or indirect benefit from the making of the Guaranty and the Obligations, (b) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of the Obligations, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of any other party as an inducement to enter into this Agreement and provide the Guaranty. Each Guarantor confirms that neither Administrative Agent, any Lender, any other Guarantor, nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Guaranty, and (c) is a Qualified ECP Guarantor.

Agreements and Waivers. Each To the extent not prohibited by applicable Law, each Guarantor: (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsParty; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “"Sureties” " and each individually called a “"Surety”"); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, or subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, Person to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by law; (iii) the failure of Administrative Agent, any other Secured Party or any other Person to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lien; Lien; (viv) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (viv) any payment by Borrower or any Surety to Administrative Agent and/or any other Secured Guaranteed Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Guaranteed Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (viivi) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viiivii) any other action taken or omitted to be taken with respect to the Credit Agreement, the Loan Documents, the Guaranteed Obligations, the security and the collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, Surety or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whatsoever whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable law, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyGuaranteed Parties; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) any Secured Party’s Administrative Agent's and/or the Guaranteed Parties' acceptance hereof or its or their intention to act, or its or their action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them it may be entitled by virtue of applicable law the laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Uniform Commercial Code Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the UCC, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all of the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times.

Agreements and Waivers. Each Guarantor: (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsLenders; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release the Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and each individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property or security, security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by the Borrower, any Surety, or any other Person, Person to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or the Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may reasonably deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by law; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (iv) the fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lien; (v) the fact that Borrower, any other Loan Party or any other Person the Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by the Borrower or any Surety to Administrative Agent and/or any the other Secured Party Guaranteed Parties is a preference under applicable bankruptcy laws, or for any reason Administrative Agent and/or any other Secured Guaranteed Party is required to refund such payment or pay such amounts to the Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person that the Borrower could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit Agreement, the other Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action act or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateGuaranteed Obligations; (e) to the fullest extent allowed by applicable law, waives all rights and remedies now or hereafter accorded by applicable law to guarantors or sureties, including without limitation any defense, right of offset or other claim which that such Guarantor may have against Borrower or which that Borrower may have against Administrative Agent, Collateral Agent, the Lenders Agent and/or any other Secured Guaranteed Party; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) any Secured PartyAdministrative Agent’s and/or the Guaranteed Parties’ acceptance hereof or its or their intention to act, or its or their action, in reliance hereon; (ii) the present existence, future incurringincurrence, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party the Borrower or any other Surety; and (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by law, except as such waiver may be expressly prohibited by applicable law, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them may be entitled by virtue of applicable law governing or relating to suretyship and guaranties, including, without limitation, any rights under the Uniform Commercial Code as in effect at any time in any applicable jurisdiction, or applicable common law.

Agreements and Waivers. Each Guarantor: (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrower with Administrative Agent, Collateral Agent, the Lenders Lender and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent Lender may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations Indebtedness or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed ObligationsIndebtedness; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations Indebtedness or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations Indebtedness or any instrument or agreement evidencing the same; (v) apply payments by Borrower, any Surety, or any other Person, to any of the Guaranteed ObligationsIndebtedness; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent Lender may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty Agreement shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations Indebtedness or any document or agreement executed in connection with the Guaranteed ObligationsIndebtedness, for any reason, or the fact that any debt included in the Guaranteed Obligations Indebtedness exceeds the amount permitted by applicable law; (iii) the failure of Administrative Agent, any other Secured Party Lender or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations Indebtedness is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed ObligationsIndebtedness; (vi) any payment by Borrower or any Surety to Administrative Agent Lender and/or any other Secured Party is a preference under applicable bankruptcy lawsApplicable Bankruptcy Law, or for any reason Administrative Agent Lender and/or any other Secured Party is required to refund such payment or pay such amounts to Borrower, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrower could assert on the Guaranteed ObligationsIndebtedness, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documentsother Security Instruments, the Guaranteed ObligationsIndebtedness, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations Indebtedness pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations Indebtedness when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge Date;Indebtedness; Exhibit 10.01 2023 10-K (e) to the fullest extent allowed by applicable law, waives all rights and remedies now or hereafter accorded by applicable law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower or which Borrower may have against Administrative Agent, Collateral Agent, the Lenders and/or any other Secured PartyLender; (f) waives all notices whatsoever with respect to this Guaranty Agreement or with respect to the Guaranteed ObligationsIndebtedness, including, but without limitation, notice of (i) Lender’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations Indebtedness or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrower or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed ObligationsIndebtedness; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed ObligationsIndebtedness, and any demands and notices required by applicable law, except as such waiver may be expressly prohibited by applicable law, and diligence in bringing suits against any Surety; and (h) waives each right represents and warrants to which Lender that such Guarantor (i) has received, or will receive, direct or indirect benefit from the making of the guaranty set forth herein and the Indebtedness, (ii) is familiar with, and has independently reviewed the books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the payment of them may be entitled by virtue the Indebtedness, but such Guarantor is not relying on such financial condition, such Collateral, or the agreement of applicable law governing or relating any other party as an inducement to suretyship enter into this Agreement and guaranties, including, without limitationprovide the guaranty set forth herein. Each Guarantor confirms that neither Lender, any rights under other Guarantor, nor any other party has made any representation, warranty or statement to such Guarantor in order to induce such Guarantor to execute this Agreement and provide the Uniform Commercial Code as in effect at any time in any applicable jurisdictionguaranty set forth herein, or applicable common lawand (iii) is a Qualified ECP Guarantor.

Agreements and Waivers. Each Guarantor (a) agrees to all terms and agreements heretofore or hereafter made by any Loan Party Borrowers with Administrative Agent, Collateral Agent, the Lenders Agent and/or any other holder of any of the Guaranteed Obligations in respect of the Loan Documents and the TransactionsSecured Party; (b) agrees that Administrative Agent and Collateral Agent may without impairing their its rights or the obligations of such Guarantor hereunder (i) waive or delay the exercise of any of its rights or remedies against or release Borrower Borrowers or any other Person, including, without limitation, any other Person party who is personally or whose property Property is liable with respect to the Guaranteed Obligations or any part thereof (Guarantors and any such other Person or Persons are hereafter collectively called the “Sureties” and individually called a “Surety”); (ii) take or accept any other security, collateral or guaranty, or other assurance of the payment of all or any part of the Guaranteed Obligations; (iii) release, surrender, exchange, subordinate or permit or suffer to exist any deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustified impairment) of any collateral, property Property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations or the liability of such Guarantor or any other Surety; (iv) increase, renew, extend, or modify the terms of any of the Guaranteed Obligations or any instrument or agreement evidencing the same; (v) apply payments by BorrowerBorrowers, any Surety, or any other Person, to any of the Guaranteed Obligations; (vi) bring suit against any one or more Sureties without joining any other Surety or Borrower Borrowers in such proceeding; (vii) compromise or settle with any one or more Sureties in whole or in part for such consideration or no consideration as Administrative Agent may deem appropriate; or (viii) partially or fully release one or more of any Guarantor or any other Surety from liability hereunder.; (c) agrees that the obligations of such Guarantor under this Guaranty shall not be released, diminished, or adversely affected by any of the following, in each case, to the fullest extent permitted by applicable law: (i) the insolvency, bankruptcy, rearrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower Borrowers or any Surety; (ii) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations, for any reason, or the fact that any debt included in the Guaranteed Obligations exceeds the amount permitted by lawLaw; (iii) the failure of Administrative Agent, any other Secured Party Agent or any other Person party to exercise diligence or reasonable care or to act in a commercially reasonable manner in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property Property or security; (iv) the fact that any collateral, security, security interest or lien Lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lienLien; (v) the fact that Borrower, any other Loan Party or any other Person Borrower has any defense to the payment of all or any part of the Guaranteed Obligations; (vi) any payment by Borrower Borrowers or any Surety to Administrative Agent and/or any other Secured Party is a preference under applicable bankruptcy lawsDebtor Relief Laws, or for any reason Administrative Agent and/or any other Secured Party is required to refund such payment or pay such amounts to BorrowerBorrowers, any such Surety, or any other Personsomeone else; (vii) any defenses which Borrower, any other Loan Party or any other Person Borrowers could assert on the Guaranteed Obligations, including but not limited to failure of consideration, breach of warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability and usury; or (viii) any other action taken or omitted to be taken with respect to the Credit this Agreement, the Loan Documents, the Guaranteed Obligations, the security and collateral therefor whether or not such action or omission prejudices such Guarantor or any Surety, or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (d) to the fullest extent allowed by applicable law, agrees that such Guarantor is obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether or not particularly described herein, except for the occurrence full and final payment and satisfaction of the Final Discharge DateObligations; (e) to the fullest extent allowed by applicable lawLaw, waives all rights and remedies now or hereafter accorded by applicable law Law to guarantors or sureties, including without limitation any defense, right of offset or other claim which such Guarantor may have against Borrower Borrowers or which Borrower Borrowers may have against Administrative Agent, Collateral Agent, Agent and/or the Lenders and/or any other Secured PartyLenders; (f) waives all notices whatsoever with respect to this Guaranty or with respect to the Guaranteed Obligations, including, but without limitation, notice of (i) Administrative Agent’s and/or any other Secured Party’s acceptance hereof or its intention to act, or its action, in reliance hereon; (ii) the present existence, future incurring, or any amendment of the provisions of any of the Guaranteed Obligations or any terms or amounts thereof or any change therein or in the rate of interest thereon; (iii) any default by Borrower, any other Loan Party Borrowers or any other Surety; and or (iv) the obtaining, enforcing, or releasing of any guaranty or surety agreement (in addition hereto), pledge, assignment, assignment or other security for any of the Guaranteed Obligations; (g) waives notice of presentment for payment, notice of protest, protest, demand, notice of intent to accelerate, notice of acceleration and notice of nonpayment, protest in relation to any instrument or agreement evidencing any of the Guaranteed Obligations, and any demands and notices required by lawLaw, except as such waiver may be expressly prohibited by applicable lawLaw, and diligence in bringing suits against any Surety; and (h) waives each right to which any of them it may be entitled by virtue of applicable law the Laws of the State of Texas governing or relating to suretyship and guaranties, including, without limitation, any rights under Rule 31, Texas Rules of Civil Procedure, Chapter 51 of the Texas Property Code, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the Uniform Commercial Code Code, and Chapter 43 of the Texas Civil Practice and Remedies Code, as in effect at any or all the same may be amended or construed from time in any applicable jurisdictionto time, or applicable the common lawlaw of the State of Texas at all relevant times.