Common use of Amendments, etc. with respect to the Guaranteed Obligations Clause in Contracts

Amendments, etc. with respect to the Guaranteed Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders may be rescinded by the Administrative Agent or the Lenders, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lenders, and this Agreement, the other Transaction Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders Buyer may be rescinded by the Administrative Agent or the Lenders, Buyer and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the LendersBuyer, and this Agreement, the other Transaction Documents any Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, Buyer for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders Buyer shall have any no obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation to, make a similar demand on the BorrowerSeller or any other guarantor, and any failure by the Administrative Agent Buyer to make any such demand or to collect any payments from the Borrower Seller or any such other guarantor or any release of the Borrower Seller or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Buyer against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, notwithstanding: (a) that any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Beneficiary may be rescinded by the Administrative Agent or the Lenderssuch Beneficiary, and any of the Guaranteed Obligations continued; (b) that any of the Note Agreement, and the Guaranteed ObligationsNotes, the other Transaction Documents or the liability of any other party upon or for document executed in connection with any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, them may be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lenders, and this Agreement, the other Transaction Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in partpart (and each Guarantor expressly waives, any and all of its rights to consent to any of the foregoing actions described in accordance with its terms this clause (b) and as agrees that no such action, absent such Guarantor’s consent, will result in the Administrative Agent and Lendersexoneration of such Guarantor under applicable law); (c) that any guaranty, may deem advisable from time to time, and any collateral security, guarantee or right of offset setoff at any time held by the Administrative Agent or the Lenders, any Person for the payment of the Guaranteed Obligations may be obtained, sold, exchanged, waived, surrendered or released. Neither ; (d) any loss or impairment of any rights of subrogation, reimbursement, repayment, contribution, indemnification or other similar rights of any Guarantor against the Administrative Agent nor Company, any other Guarantor or any other Person with respect to all or any part of the Lenders shall have Guaranteed Obligations; (e) any obligation to protect, secure, perfect assignment or insure other transfer by any Lien at holder of the Notes of any time held by it as security for part of the Guaranteed Obligations or for the Notes; (f) any impossibility of performance, impracticability, frustration of purpose or illegality under the Note Agreement, the Notes or any other Transaction Document or any force majeure or act of any governmental authority; or (g) any reorganization, merger, amalgamation or consolidation of the Company or any Guarantor with or into any other Person. Each Guarantor hereby waives, any and all defenses, counterclaims or offsets which such Guarantor might or could have by reason of any of the foregoing and any other defense or objection which such Guarantor might or could have to the absolute, primary and continuing nature, or the validity, enforceability or amount of this Guaranty or (other than any property subject thereto. When making any demand hereunder against defense based upon the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, final payment in full in cash and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release performance in full of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedingsObligations).

Amendments, etc. with respect to the Guaranteed Obligations. Guarantor To the maximum extent permitted by Applicable Law, each Credit Party shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Credit Party and without notice to or further assent by the Guarantorany Credit Party, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any other Secured Party may be rescinded by the Administrative Agent or the Lenders, such other Secured Party and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, waivedsubordinated, surrendered or released by the Administrative Agent or the Lendersany other Secured Party, and this the Credit Agreement, the other Transaction Documents Loan Documents, any Cash Management Agreement and any Hedge Agreement and any other document documents executed and delivered in connection therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders(or the Required Lenders under the Credit Agreement, or the applicable Lender(s) or Secured Party, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, any other Secured Party for the payment of any of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for any of the Guaranteed Obligations or for the guarantee contained in this Guaranty Article 2 or any property subject thereto. When making any demand hereunder against , except to the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure extent required by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedingsApplicable Law.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, notwithstanding: (a) that any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Beneficiary may be rescinded by the Administrative Agent or the Lenderssuch Beneficiary, and any of the Guaranteed Obligations continued; (b) that any of the Note Agreement, and the Guaranteed ObligationsNotes, this Guaranty or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, Transaction Documents may be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lenders, and this Agreement, the other Transaction Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in partpart (and each Guarantor expressly waives any and all of its rights to consent to any of the foregoing actions described in this clause (b) and agrees that no such action, absent such Guarantor’s consent, will result in accordance with its terms and as the Administrative Agent and Lendersexoneration of such Guarantor under applicable law); (c) that any guaranty, may deem advisable from time to time, and any collateral security, guarantee or right of offset setoff at any time held by the Administrative Agent or the Lenders, any Person for the payment of the Guaranteed Obligations may be obtained, sold, exchanged, waived, surrendered or released. Neither ; (d) any loss or impairment of any rights of subrogation, reimbursement, repayment, contribution, indemnification or other similar rights of any Guarantor against the Administrative Agent nor Company, any other Guarantor or any other Person with respect to all or any part of the Lenders shall have Guaranteed Obligations; (e) any obligation to protect, secure, perfect assignment or insure other transfer by any Lien at holder of the Notes of any time held by it as security for part of the Guaranteed Obligations or for the Notes; (f) any impossibility of performance, impracticability, frustration of purpose or illegality under the Note Agreement, the Notes, this Guaranty or any property subject theretoother Transaction Document or any force majeure or act of any governmental authority; or (g) any reorganization, merger, amalgamation or consolidation of the Company or any Guarantor with or into any other Person. When making Each Guarantor hereby waives any demand hereunder against and all defenses, counterclaims or offsets which such Guarantor might or could have by reason of any of the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, foregoing and any failure by other defense or objection which such Guarantor might or could have to the Administrative Agent to make absolute, primary and continuing nature, or the validity, enforceability or amount of this Guaranty (other than any such demand or to collect any payments from defense based upon the Borrower or any release final payment in full in cash and performance in full of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedingsObligations).

Amendments, etc. with respect to the Guaranteed Obligations. To the fullest extent permitted by applicable law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Guarantor and without notice to or further assent by the any Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders may be any other Secured Party is or has been rescinded by the Administrative Agent or the Lenders, such Secured Party and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lendersany other Secured Party, and this Agreement, the Credit Agreement and the other Transaction Documents Loan Documents, any other documents executed and delivered in connection therewith, any Swap Agreement and any other document in connection therewith agreement giving rise to Cash Management Obligations may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and (or the Required Lenders or all Lenders, as the case may be, or, solely in the case of any Swap Agreement or any agreement giving rise to Cash Management Obligations, the applicable Hedge Bank or Cash Management Bank) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, any other Secured Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for the guarantees contained in this Guaranty Section 2 or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Until the Guaranteed Obligations have been discharged, satisfied or paid in full and this Guaranty and the Repurchase Agreement are terminated, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders Buyer may be rescinded by the Administrative Agent or the Lenders, Buyer and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the LendersBuyer, and this Agreement, the other Transaction Documents any Program Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, Buyer for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or releasedreleased in accordance with the Program Documents. Neither the Administrative Agent nor the Lenders Buyer shall have any no obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation to, make a similar demand on the BorrowerSeller or any other guarantor, and any failure by the Administrative Agent Buyer to make any such demand or to collect any payments from the Borrower Seller or any such other guarantor or any release of the Borrower Seller or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Buyer against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, notwithstanding: (a) that any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Beneficiary may be rescinded by the Administrative Agent or the Lenderssuch Beneficiary, and any of the Guaranteed Obligations continued; (b) that this Guaranty, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereofof the Guaranteed Obligations, or any collateral security or guarantee guaranty therefor or right of offset setoff with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Beneficiary or such other party; (c) that the Administrative Agent or Note Agreement, the Lenders, and this AgreementNotes, the other Transaction Documents and any other document executed in connection therewith with any of them may be renewed, extended, amended, modified, supplemented or terminated, in whole or in partpart (and each Guarantor expressly waives any and all of its rights to consent to any of the foregoing actions described in this clause (c) and agrees that no such action, absent such Guarantor’s consent, will result in accordance with its terms and as the Administrative Agent and Lendersexoneration of such Guarantor under applicable law); (d) that any guaranty, may deem advisable from time to time, and any collateral security, guarantee or right of offset setoff at any time held by the Administrative Agent or the Lenders, any Person for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither ; (e) any loss or impairment of any rights of subrogation, reimbursement, repayment, contribution, indemnification or other similar rights of any Guarantor against the Administrative Agent nor the Lenders shall have Company, any obligation other Guarantor or any other Person with respect to protect, secure, perfect all or insure any Lien at any time held by it as security for part of the Guaranteed Obligations; (f) any permitted assignment or other transfer by any holder of the Notes of any part of the Guarantied Obligations or for this Guaranty the Notes; (g) any impossibility of performance, impracticability, frustration of purpose or illegality under the Note Agreement, the Notes or any property subject theretoother Transaction Document or any force majeure or act of any governmental authority; or (h) any reorganization, merger, amalgamation or consolidation of the Company or any Guarantor with or into any other Person. When making any demand hereunder against the any Guarantor, the Administrative Agent each Beneficiary may, but shall be under no obligation to, make a similar demand on the Borrowerany other Credit Party or any other Person, and any failure by the Administrative Agent such Beneficiary to make any such demand or to collect any payments from the Borrower any other Credit Party or any other Person or any release of the Borrower or any such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations Credit Party or liabilities hereunder, and Person shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, such Beneficiary against the GuarantorGuarantors. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of 752805876 23733713 rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders may be rescinded by the Administrative Agent or the Lenders, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lenders, and this Agreement, the other Transaction Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on one or more of the Borrower, Borrower and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder, and such Guarantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against the Guarantor, any Guarantor and without notice to to, demand upon or further assent by the any Guarantor (which notice, demand and assent requirements are hereby expressly waived by such Guarantor), (a) any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Secured Party may be rescinded by the Administrative Agent such Secured Party or the Lenders, otherwise and any of the Guaranteed Obligations continued, and ; (b) the Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, thereof or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent by, or the Lendersany indulgence or forbearance in respect thereof granted by, and this Agreement, the other Transaction Documents and any other document in connection therewith Secured Party; (c) any Loan Document may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, Secured Parties may deem advisable from time to time, and subject to Section 14.1 of the Credit Agreement; (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, any Secured Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Guaranteed Obligations may from time to time be obligated on the Obligations or any additional security or collateral for the payment and performance of the Guaranteed Obligations may from time to time secure the Guaranteed Obligations; (f) any change in applicable law, rule or regulation or any event affecting any term of the Guaranteed Obligations; and (g) any other event shall occur which constitutes a defense or release of sureties generally. Neither the Administrative Agent nor the Lenders No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for the guarantee contained in this Guaranty Section 2 or any property Property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, Borrower or any Guarantor and without notice to or further assent by the Borrower or any Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Secured Party may be rescinded by the Administrative Agent or the Lenders, such Secured Party and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Secured Party (with the Lendersconsent of the Borrower and such of the Guarantors as shall be required thereunder), and this Agreement, the Credit Agreement and the other Transaction Loan Documents and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and (or the Required Lenders, a supermajority of Lenders or all Lenders, as the case may be) may (with the consent of the Borrower and such of the Guarantors as shall be required thereunder) deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, any Secured Party for the payment of the Guaranteed Obligations may (with the consent of the Borrower and such of the Guarantors as shall be required thereunder) be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Secured Party shall, except to the Lenders shall extent set forth in, and for the benefit of the parties to, the agreements and instruments governing such Lien or guarantee, have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for the guarantees contained in this Guaranty Section 2 or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the such Guarantor or any other Guarantor, and without notice to or further assent by the such Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent, Collateral Agent or the Lenders any other Beneficiary may be rescinded by the Administrative Agent, Collateral Agent or the Lenderssuch other Beneficiary, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, Collateral Agent or the Lendersany other Beneficiary, and this the Revolving Credit Agreement, the any other Transaction Documents Loan Document, any other document relating to Guaranteed Obligations and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, relevant holders of the Guaranteed Obligations may deem advisable from time to timetime and otherwise in accordance with the Revolving Credit Agreement, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent, Collateral Agent or the Lenders, any other Beneficiary for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the None of Administrative Agent, Collateral Agent nor the Lenders or any other Beneficiary shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders Buyer may be rescinded by the Administrative Agent or the Lenders, Buyer and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the LendersBuyer, and this Agreement, the other Transaction Documents Repurchase Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, Buyer for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders The Buyer shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation to, make a similar demand on the BorrowerSeller or any other guarantor, and any failure by the Administrative Agent Buyer to make any such demand or to collect any payments from the Borrower Seller or any such other guarantor or any release of the Borrower Seller or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Buyer against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings. The Buyer may release any Purchased Items purchased by it in its sole discretion. The Guarantor hereby further consents to any renewal or modification of any Obligation or any extension of the time within which such is to be performed and to any other indulgences, whether before or after the date of this Guaranty, and waives notice with respect thereto.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the either Guarantor, and without notice to or further assent by the either Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders Buyer may be rescinded by the Administrative Agent or the Lenders, Buyer and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the LendersBuyer, and this Agreement, the other Transaction Documents any Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, Buyer for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders Buyer shall have any no obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty Guarantee or any property subject thereto. When making any demand hereunder against the either Guarantor, the Administrative Agent Buyer may, but shall be under no obligation to, make a similar demand on Seller, the Borrowerother Guarantor, or any other guarantor, and any failure by the Administrative Agent Buyer to make any such demand or to collect any payments from Seller, the Borrower other Guarantor or any such other guarantor or any release of Seller or the Borrower other Guarantor or any such other guarantor shall not relieve the either Guarantor of its the Guaranteed Obligations or joint and several liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Buyer against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Secured Party may be rescinded by the Administrative Agent or the Lenderssuch Secured Party, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset setoff with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lendersany Secured Party, and this the Credit Agreement, the other Transaction Documents Loan Documents, any Rate Protection Agreement and any other document executed in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, the Secured Parties may deem advisable from time to time, and any collateral security, guarantee or right of offset setoff at any time held by the Administrative Agent or the Lenders, any Secured Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on any of the BorrowerCompany or any Subsidiary thereof, and any failure by the Administrative Agent or such Secured Party to make any such demand or to collect any payments from any of the Borrower Company or any Subsidiary thereof or any release of any of the Borrower Company or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and any Subsidiary thereof shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Agent or such Secured Party against the Guarantor. For the purposes hereof “"demand” " shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, Borrower or any Guarantor and without notice to or further assent by the Borrower or any Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Lender may be rescinded by the Administrative Agent or the Lenders, such Lender and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender (with the Lendersconsent of such of the Borrower and the Guarantors as shall be required thereunder), and this Agreement, the Credit Agreement and the other Transaction Loan Documents and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and (or the Required Lenders or all Lenders, as the case may be) may (with the consent of such of the Borrower and the Guarantors as shall be required thereunder) deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, any Lender for the payment of the Guaranteed Obligations may (with the consent of such of the Borrower and the Guarantor as shall be required thereunder) be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Guarantor The Lead Borrower shall remain obligated hereunder under this Guarantee notwithstanding that, without any reservation of rights against the Guarantor, Lead Borrower and without notice to or further assent by the GuarantorLead Borrower, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Lender may be rescinded by the Administrative Agent or the Lenders, such Lender and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, Obligations or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lendersany Lender, and this Agreement, the other Transaction Documents Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and Section 10.1 [Modifications, Amendments or Waivers], as the Administrative Agent and (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, any Lender for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or releasedreleased without affecting the Lead Borrower’s obligations under this Section 11. Neither the Administrative Agent nor the Lenders any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedingsGuarantee.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the any Guarantor, and without notice to or further assent by the any Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Secured Party may be rescinded by the Administrative Agent or the Lenderssuch Secured Party, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset setoff with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lendersany Secured Party, and this the Credit Agreement, the other Transaction Documents Loan Documents, any Rate Protection Agreement and any other document executed in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, the Secured Parties may deem advisable from time to time, and any collateral security, guarantee or right of offset setoff at any time held by the Administrative Agent or the Lenders, any Secured Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on any of the BorrowerCompany or any Subsidiary thereof, and any failure by the Administrative Agent or such Secured Party to make any such demand or to collect any payments from any of the Borrower Company or any Subsidiary thereof or any release of any of the Borrower Company or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and any Subsidiary thereof shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Agent or such Secured Party against the any Guarantor. For the purposes hereof “"demand” " shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. The ------------------------------------------------------------ Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any Secured Party may be rescinded by the Administrative Agent or the Lenderssuch Secured Party, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset setoff with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lendersany Secured Party, and this the Credit Agreement, the other Transaction Documents Loan Documents, any Rate Protection Agreement and any other document executed in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, the Secured Parties may deem advisable from time to time, and any collateral security, guarantee or right of offset setoff at any time held by the Administrative Agent or the Lenders, any Secured Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on any of the BorrowerCompany or any Subsidiary thereof, and any failure by the Administrative Agent or such Secured Party to make any such demand or to collect any payments from any of the Borrower Company or any Subsidiary thereof or any release of any of the Borrower Company or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and any Subsidiary thereof shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Agent or such Secured Party against the Guarantor. For the purposes hereof “"demand” " shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Until the Guaranteed Obligations have been fully satisfied and paid in full, Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders Buyer may be rescinded by the Administrative Agent or the Lenders, Buyer and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the LendersBuyer, and this Agreement, the other Transaction Documents any Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, Buyer for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders Buyer shall have any no obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation to, make a similar demand on the BorrowerSeller or any other guarantor, and any failure by the Administrative Agent Buyer to make any such demand or to collect any payments from the Borrower Seller or any such other guarantor or any release of the Borrower Seller or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Buyer against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. To the fullest extent permitted by applicable law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Guarantor and without notice to or further assent by the any Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or the Lenders may be any other Lender is or has been rescinded by the Administrative Agent Agent, such Hedge Bank, such Cash Management Bank or the Lenders, such Lender and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or the Lendersany other Lender, and this Agreement, the Credit Agreement and the other Transaction Documents Loan Documents, and any other document documents executed and delivered in connection therewith therewith, any Swap Agreement and any agreement giving rise to Cash Management Obligations may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and (or the Required Lenders or all Lenders, as the case may be, or solely in the case of any Swap Agreement or any agreement giving rise to Cash Management Obligations, the applicable Hedge Bank or Cash Management Bank) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent Agent, any Hedge Bank, any Cash Management Bank or the Lenders, any other Lender for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders any Hedge Bank, any Cash Management Bank or other Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for the guarantees contained in this Guaranty Section 2 or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent RBS or the Lenders GCFP, as applicable, may be rescinded by the Administrative Agent RBS or the LendersGCFP, as applicable, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent RBS or the LendersGCFP, as applicable, and this Agreement, the other Transaction Documents and any other document in connection therewith Agreements may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, RBS or GCFP may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent RBS or the Lenders, GCFP for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent RBS nor the Lenders GCFP shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent RBS and GCFP may, but shall be under no obligation to, make a similar demand on the BorrowerSeller or any other guarantor, and any failure by the Administrative Agent RBS or GCFP to make any such demand or to collect any payments from the Borrower Seller or any such other guarantor or any release of the Borrower Seller or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, RBS and GCFP against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings. RBS or GCFP may release any Purchased Items purchased by it in its sole discretion. The Guarantor hereby further consents to any renewal or modification of any Guaranteed Obligation or MLPSA Obligation or any extension of the time within which such is to be performed and to any other indulgences, whether before or after the date of this Guaranty, and waives notice with respect thereto.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Guarantor and without notice to or further assent by the any Guarantor, (a) any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any other Guaranteed Party may be rescinded by the Administrative Agent or the Lenders, such party and any of the Guaranteed Obligations continued, and (b) the Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any other Guaranteed Party, (c) the Lenders, and this Credit Agreement, the other Transaction Credit Documents and the Designated Hedge Agreements and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and (or the Required Lenders or all Lenders, as the case may be, or, in the case of any Designated Hedge Agreement, the counterparty thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, any other Guaranteed Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders any other Guaranteed Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders any other Secured Party may be rescinded by the Administrative Agent or the Lenderssuch Secured Party, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset setoff with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the Lendersany other Secured Party, and this the Credit Agreement, the other Transaction Loan Documents and any other document executed in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, the other Secured Parties may deem advisable from time to time, and any collateral security, guarantee or right of offset setoff at any time held by the Administrative Agent or the Lenders, any other Secured Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrowerany Borrower or any other guarantor, and any failure by the Administrative Agent to make any such demand or to collect any payments from the any Borrower or any such other guarantor or any release of the any Borrower or any such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Agent against the Guarantor. For the purposes hereof “"demand” " shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the such Guarantor or any other Guarantor, and without notice to or further assent by the such Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent, Collateral Agent or the Lenders any other Beneficiary may be rescinded by the Administrative Agent, Collateral Agent or the Lenderssuch other Beneficiary, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, Collateral Agent or the Lendersany other Beneficiary, and this the Term Loan Agreement, the any other Transaction Documents Loan Document, any other document relating to Guaranteed Obligations and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, relevant holders of the Guaranteed Obligations may deem advisable from time to timetime and otherwise in accordance with the Term Loan Agreement, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent, Collateral Agent or the Lenders, any other Beneficiary for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the None of Administrative Agent, Collateral Agent nor the Lenders or any other Beneficiary shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty Guarantee or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equity, of the Administrative Agent, on behalf of the Lenders, against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders RBS may be rescinded by the Administrative Agent or the Lenders, RBS and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by RBS and the Administrative Agent or the Lenders, and this Agreement, the other Transaction Documents and any other document in connection therewith Agreements may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, RBS may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, RBS for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders RBS shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent RBS may, but shall be under no obligation to, make a similar demand on the BorrowerSeller or any other guarantor, and any failure by the Administrative Agent RBS to make any such demand or to collect any payments from the Borrower Seller or any such other guarantor or any release of the Borrower Seller or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, RBS against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings. RBS may release any Purchased Items purchased by it in its sole discretion. Guarantor hereby further consents to any renewal or modification of any Guaranteed Obligation or any extension of the time within which such is to be performed and to any other indulgences, whether before or after the date of this Guaranty, and waives notice with respect thereto.

Amendments, etc. with respect to the Guaranteed Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Collateral Agent or the Lenders may be rescinded by the Administrative Collateral Agent or the Lenders, and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, terminated, waived, surrendered or released by the Administrative Collateral Agent or pursuant to the Lendersterms of the Credit Agreement, and this Agreement, the other Transaction Documents Credit Agreement and any other document documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, Lenders may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or the Lenders, for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Collateral Agent may, but shall be under no obligation to, make a similar demand on the Borrower, and any failure by the Administrative Collateral Agent to make any such demand or to collect any payments from the Borrower or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Collateral Agent against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders Buyer may be rescinded by the Administrative Agent or the Lenders, Buyer and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer in accordance with the Administrative Agent or the LendersProgram Documents, and this Agreement, the other Transaction Documents any Program Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, Buyer may deem advisable from time to timetime but in accordance with the Program Documents, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, Buyer for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released, in all such cases, in accordance with the Program Documents. Neither the Administrative Agent nor the Lenders Buyer shall have any no obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation to, make a similar demand on the BorrowerSeller or any other guarantor, and any failure by the Administrative Agent Buyer to make any such demand or to collect any payments from the Borrower Seller or any such other guarantor or any release of the Borrower Seller or such other guarantor shall not relieve the Guarantor of its the Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Buyer against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.

Amendments, etc. with respect to the Guaranteed Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Administrative Agent or the Lenders Buyer may be rescinded by the Administrative Agent or the Lenders, Buyer and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or the LendersBuyer, and this Agreement, the other Transaction Documents any Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with its terms and as the Administrative Agent and Lenders, Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or the Lenders, Buyer for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor the Lenders Buyer shall have any no obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty Guarantee Agreement or any property subject thereto. When making any demand hereunder against the Guarantor, the Administrative Agent Buyer may, but shall be under no obligation to, make a similar demand on the BorrowerSeller or any other guarantor, and any failure by the Administrative Agent Buyer to make any such demand or to collect any payments from the Borrower Seller or any such other guarantor or any release of the Borrower Seller or such other guarantor shall not relieve the Guarantor of its Guaranteed Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law or equitylaw, of the Administrative Agent, on behalf of the Lenders, Buyer against the Guarantor. For the purposes hereof “demand” shall include, but shall not be limited to, include the commencement and continuance of any legal proceedings.