Common use of Amendments, etc. with Respect to the Obligations; Waiver of Rights Clause in Contracts

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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the Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part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 any Lender, and the Credit Agreement, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guarantee. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Borrower shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorBorrower, and without notice to or further assent by the GuarantorBorrower, any demand for payment of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty 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, and the Credit Agreement, any other Loan Document this Agreement and any other documents executed and delivered in connection therewith herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required requisite Lenders, as the case may be) may deem advisable from time to time, and any guarantee collateral security, guaranty or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the Guaranty under this Guarantee Section 9 or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorBorrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorSubsidiary Borrower, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the any Subsidiary Borrower or any such other guarantor or any release of the any Subsidiary Borrower or such other guarantor shall not relieve the Guarantor Borrower of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the GuarantorBorrower. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Pledgor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Pledgor or any such other guarantor Person or any release of the Borrower Company or such any Pledgor or any other guarantor Person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may may, in accordance with Section 13.1 of the Credit Agreement, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements and Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement or Secured Hedge Agreement, the Cash Management Bank or Hedge Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Guarantor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such Guarantor or any other guarantor person or any release of the Borrower or such any Guarantor or any other guarantor person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith and the Pari Passu Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto, or, in the case of any Pari Passu Agreement, the holders of the applicable Pari Passu Obligations) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Borrower shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorBorrower, and without notice to or further assent by the GuarantorBorrower, any demand for payment of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower 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 any Lender, and the Credit Agreement, any other Loan Document this Agreement and any other documents executed and delivered in connection therewith herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required requisite 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 any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the Guarantee under this Guarantee Section 9 or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorBorrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorSubsidiary Borrower, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the any Subsidiary Borrower or any such other guarantor or any release of the any Subsidiary Borrower or such other guarantor shall not relieve the Guarantor Borrower of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the GuarantorBorrower. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Company shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorCompany, and without notice to or further assent by the GuarantorCompany, any demand for payment of any of the Obligations made by the Administrative Agent Agent, the Required Lenders or any Lender as applicable another Secured Party may be rescinded by the Administrative Agent or such Lenderthe Required Lenders or as applicable another Secured Party, and any of the Obligations continued, and the 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, part be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent Agent, the Required Lenders or any Lenderas applicable another Secured Party, and the Credit Agreement, any other Loan Document Documents and any other documents executed and delivered in connection therewith with the Obligations may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions thereof as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or Agent, any Lender or as applicable another Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent nor Agent, any Lender or as applicable another Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorCompany, the Administrative Agent or Agent, any Lender or as applicable another Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or Agent, any Lender or as applicable another Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower Borrowers or such other guarantor shall not relieve the Guarantor Company of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or Agent, any Lender or as applicable another Secured Party against the GuarantorCompany. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may, in accordance with Section 13.1 of the Credit Agreement or any applicable Secured Cash Management Agreement or Secured Hedge Agreement, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Borrower shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorBorrower, and without notice to or further assent by the GuarantorBorrower, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the 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 any Lender, and the Credit Agreement, any other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions thereof as the Administrative Agent (or the Required requisite 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 any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent nor or any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorBorrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower Foreign Subsidiary Borrowers or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the a Foreign Subsidiary Borrower or any such other guarantor or any release of the a Foreign Subsidiary Borrower or such other guarantor shall not relieve the Guarantor Borrower of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the GuarantorBorrower. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 while or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any other Loan Document Agreement and any other documents executed and delivered in connection therewith therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Credit Party or any other Guarantor or guarantor, and any failure by the Administrative Agent Agent. or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other Guarantor or guarantor or any release of the Borrower or such other any Guarantor or guarantor shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the 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 any Lender, and the Credit Agreement, any other Loan Document this Agreement and any other documents executed and delivered in connection therewith herewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions hereof as the Administrative Agent (or the Required Lenders, as the case may be) Lender 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 any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any The Lender shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Secured Party, and (c) the Credit Agreement, any Notes, the other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent and (or the Required Lendersd) any collateral security, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the U.S. Borrower or any other guarantorGrantor or grantor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the U.S. Borrower or any such other guarantor Grantor or grantor or any release of the U.S. Borrower or such other guarantor any Grantor or grantor shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender Buyer may be rescinded by the Administrative Agent or such Lender, Buyer and any of the Obligations continued, and the 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 any LenderBuyer, and the Credit Agreement, any other Loan Document Repurchase Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) 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 any Lender Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender The Buyer shall not have any obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender Buyer may, but shall be under no obligation to, make a similar demand on the Borrower Seller or any other guarantor, and any failure by the Administrative Agent or any Lender 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 obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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, (a) any demand for payment of any of the Obligations, Time Warner Obligations and Historic TW Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations, Time Warner Obligations and Historic TW Obligations continued, and (b) the Obligations, Time Warner Obligations and/or Historic TW 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, and (c) the Credit Agreement, any other Loan Document Agreement and any other documents executed and delivered in connection therewith Credit Document may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent and (or the Required Lendersd) any collateral security, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations, Time Warner Obligations and/or Historic TW Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guarantee. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsthereto.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the 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 any Lender, and the Credit Agreement, any Loan Agreement and the other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may beLender) 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 any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any The Lender shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other or guarantor shall not relieve the Guarantor of its the obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, 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 Obligations made by the Administrative Agent or any Lender other Guaranteed Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security thereof 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, settled, waived, surrendered or released by the Administrative Agent or any Lenderother Guaranteed Party or by operation of law, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented supplemented, extended or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and (d) any guarantee or right of offset at any time held by the Administrative Agent or any Lender other Guaranteed Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guarantee. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Lender other Guaranteed Party may, but shall be under no obligation to, make a similar demand on the relevant Borrower or any other guarantorGuarantor or guarantor (and notwithstanding any provisions of applicable law to the contrary each Guarantor irrevocably waives any right it may have of requiring the Administrative Agent or any Guaranteed Party (or any person on its behalf) to proceed against or enforce any other rights or claim payment from a Borrower, any other Guarantor or any other Person before making a demand against such Guarantor under the terms of this Guaranty), and any failure by the Administrative Agent or any Lender other Guaranteed Party to make any such demand or to collect any payments from the any Borrower or any such other Guarantor or guarantor or any release of the Borrower any Guarantor or such other guarantor shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Guaranteed Party against the any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty 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, and the Credit Agreementany collateral security, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee guaranty or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorSubsidiary Borrower, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor Subsidiary Borrower or any release of the Borrower or such other guarantor any Subsidiary Borrower shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Obligations continued, and the 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 any LenderSecured Party, and the Credit Agreement, any other Loan Document Document, any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Collateral Agent (or the Required Lenders, as the case may be) or the relevant Secured Party (in the case of any such Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement) 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 any Lender Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against any of the GuarantorGuarantors, the Administrative Agent or any Lender Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Loan Party or any other Guarantor or guarantor, and any failure by the Administrative Agent or any Lender Secured Party to make any such demand or to collect any payments from the Borrower any Loan Party or any such other Guarantor or guarantor or any release of the Borrower any Loan Party or such other Guarantor or guarantor shall not relieve any of the Guarantor Guarantors in respect of its which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of any Secured Party against any of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsGuarantors.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the 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 any Lender, and the Credit Agreement, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Unless and until the Termination Date has occurred or, with respect to any Grantor, such Grantor shall be released in accordance with Section 6.5(b), each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may and the Secured Cash Management Agreements, Secured Hedge Agreements, Secured Bank Product Agreements and any other documents executed and delivered in connection therewith may, in accordance with Section 13.1 of the Credit Agreement or any applicable Secured Cash Management Agreement, Secured Hedge Agreement or Secured Bank Product Agreement, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Collateral Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Bank Product Agreement, Secured Hedge Agreement or Secured Cash Management Agreement, the Bank Product Provider, Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither Except as provided in Section 6.2, neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and the 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 any Lender, and the Credit Agreement, any the Notes and the other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) Lender 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 any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any The Lender shall have any no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the each Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the each Borrower or any such other guarantor or any release of the any Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Unless and until the Termination Date has occurred or, with respect to any Guarantor, such Guarantor shall be released in accordance with Section 8(c), 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 Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Bank Product Agreements and Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement, Secured Bank Product Agreement or Secured Hedge Agreement, the Cash Management Bank, Bank Product Provider or Hedge Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guarantee. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsthereto.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the 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 any Lender, and the Credit Agreement, any other Loan Document this Agreement and any other documents executed and delivered in connection therewith herewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions hereof as the Administrative Agent (or the Required requisite 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 any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Unless and until the Termination Date has occurred or, with respect to any Pledgor, such Pledgor shall be released in accordance with Section 14(b), each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Bank Product Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, Secured Bank Product Agreement or Secured Cash Management Agreement, the Hedge Bank, Bank Product Provider or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither Except as provided in Section 11, neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any other Pledgor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any other Pledgor or any such other guarantor Person or any release of the Borrower Company or such any other guarantor Pledgor or any other Person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent Agent, the Issuing Bank or any Lender may be rescinded by the Administrative Agent Agent, the Issuing Bank or such Lender, and any of the Obligations continued, and the 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 Agent, the Issuing Bank or any Lender, and the Credit Agreement, any other Loan Document this Agreement and any other documents executed and delivered in connection therewith herewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions hereof as the Administrative Agent Agent, the Issuing Bank (or the Required requisite 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 Agent, the Issuing Bank or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent nor Agent, the Issuing Bank or any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent Agent, the Issuing Bank or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent Agent, the Issuing Bank or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent Agent, the Issuing Bank or any Lender against the Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Borrower shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorBorrower, and without notice to or further assent by the GuarantorBorrower, any demand for payment of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty 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, and the Credit Agreement, any other Loan Document this Agreement and any other documents executed and delivered in connection therewith herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required requisite Lenders, as the case may be) may deem advisable from time to time, and any guarantee collateral security, guaranty or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Subsidiary Borrower Obligations or for this Guarantee Parent Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorBorrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorSubsidiary Borrower, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the any Subsidiary Borrower or any such other guarantor or any release of the any Subsidiary Borrower or such other guarantor shall not relieve the Guarantor Borrower of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the GuarantorBorrower. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender MLMCI may be rescinded by the Administrative Agent or such Lender, MLMCI and any of the Obligations continued, and the 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 any LenderMLMCI, and the Credit Agreement, any other Loan Document Repurchase Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) MLMCI 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 any Lender MLMCI for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender MLMCI shall not have any obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender MLMCI may, but shall be under no obligation to, make a similar demand on the Borrower Seller or any other guarantor, and any failure by the Administrative Agent or any Lender MLMCI 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 obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender MLMCI against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party 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 any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other Guarantor or guarantor or any release of the Borrower or such other any Guarantor or guarantor shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Except for the termination of a Pledgor’s obligations hereunder as expressly provided in Section 14, each Pledgor shall (to the maximum extent permitted by law) remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Guaranteed Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Guaranteed Obligations continued, and (b) 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any other Loan Document Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent terms of the applicable Secured Debt Document and (or the Required Lendersd) any collateral security, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower (to the extent such demand is in respect of any Obligations owing by the Borrower) or any other guarantorPledgor or pledgor, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Pledgor or pledgor or any release of the Borrower or such any other guarantor Pledgor or pledgor shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance continuation of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Except for the termination of a Pledgor’s Obligations hereunder as expressly provided in Section 14, each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any other Loan Document Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent (or terms of the Required Lenders, as the case may be) may deem advisable from time to timeapplicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower (to the extent such demand is in respect of any Obligations owing by the Borrower) or any other guarantorPledgor or pledgor, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Pledgor or pledgor or any release of the Borrower or such any other guarantor Pledgor or pledgor shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance continuation of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party 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 any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorGrantor or grantor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Grantor or grantor or any release of the Borrower or such other guarantor any Grantor or grantor shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security Collateral 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 Lenderother Secured Party, and the Credit (c) this Agreement, any other Loan Document and any other documents executed and delivered in connection therewith therewith, may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, subject to ‎Section 10.08 and (d) any guarantee Collateral, guaranty or right of offset at any time held by the Collateral Agent or the Local Collateral Agents, as applicable, the Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorGuarantor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Guarantor or any release of the Borrower or such any other guarantor Guarantor shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, any Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and the Secured Hedge Agreements and Secured Cash Management Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party 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 Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Grantor or any other guarantor Person or any release of the any Borrower or such any Grantor or any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the Hedge Bank party 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 Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Grantor or any other guarantor Person or any release of the any Borrower or such any Grantor or any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender Buyer may be rescinded by the Administrative Agent or such Lender, Buyer and any of the Obligations continued, and the 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 any LenderBuyer, and the Credit Repurchase Agreement, any and the other Loan Document Repurchase Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) 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 any Lender Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender Buyer may, but shall be under no obligation to, make a similar demand on the Borrower Seller or any other guarantor, and ; provided that any failure by the Administrative Agent or any Lender 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 obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender Buyer against the Guarantor. For the purposes hereof “demand” shall include include, but not require, the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith and the Pari Passu Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto or, in the case of any Pari Passu Agreement, the holders of the applicable Pari Passu Obligations) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Pledgor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Pledgor or any such other guarantor Person or any release of the Borrower Company or such any Pledgor or any other guarantor Person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Company shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorCompany, and without notice to or further assent by the GuarantorCompany, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender the Required Lenders may be rescinded by the Administrative Agent or such Lenderthe Required Lenders, and any of the Obligations continued, and the 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, part be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderthe Required Lenders, and the Credit Agreement, any other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions thereof as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent nor or any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorCompany, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the any other Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the any other Borrower or any such other guarantor or any release of the Borrower Borrowers or such other guarantor shall not relieve the Guarantor Company of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the GuarantorCompany. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party 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 Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Grantor or any other guarantor Person or any release of the any Borrower or such any Grantor or any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, Pledgor and without notice to or further assent by the GuarantorPledgor, any demand for payment of any of the Obligations made by the Administrative Agent Agent, any Lender or any Lender Issuing Bank may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and the 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 Agent, any Lender or any LenderIssuing Bank, and the Credit Agreement, the other Loan Documents and any other Loan Document documents executed and delivered in connection therewith and the Specified Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Specified Hedge Agreement, the Lender or Lender’s affiliate party thereto) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent Agent, any Lender or any Lender Issuing Bank for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent nor Agent, any Lender or any Issuing Bank shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorPledgor, the Administrative Agent Agent, any Lender or any Lender Issuing Bank may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorpledgor, and any failure by the Administrative Agent Agent, any Lender or any Lender Issuing Bank to make any such demand or to collect any payments from the Borrower or any such other guarantor pledgor or any release of the Borrower or such any other guarantor pledgor shall not relieve the Guarantor Pledgor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent Agent, any Lender or any Lender Issuing Bank against the GuarantorPledgor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) , or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty 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, and the Credit Agreementany collateral security, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee guaranty or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorBorrower, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and any Secured Cash Management Agreements and Secured Hedge Agreements may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement or Secured Hedge Agreement, the applicable Cash Management Bank or Hedge Bank) may deem advisable from time to time, (d) any Existing Notes Indenture and any other documents executed and delivered in connection therewith and may be amended, modified, supplemented or terminated, in whole or in part, from time to time in accordance with their respective terms, and (e) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Pledgor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such Pledgor or any other guarantor Person or any release of the Borrower or such any Pledgor or any other guarantor person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Hedging Agreements, Secured Commodity Hedging Agreements, and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreements, the party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower Company or any Guarantor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower Company or any such Guarantor or any other guarantor person or any release of the Borrower Company or such any Guarantor or any other guarantor person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Further, each Guarantor expressly waives each and every right to which it may be entitled by virtue of the suretyship law of the state of Texas, including without limitation, any rights pursuant to Rule 31, Texas Rules of Civil Procedure, Articles 1986 and 1987, Revised Civil Statutes of Texas and Chapter 34 of the Texas Business and Commerce Code.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the party 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 Collateral Agent or any Lender other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the any Borrower or any Guarantor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Guarantor or any other guarantor person or any release of the any Borrower or such any Guarantor or any other guarantor person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and the Secured Hedge Agreements and the Secured Cash Management Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement and the Secured Cash Management Agreements, the party 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 Collateral Agent or any Lender other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the any Borrower or any Guarantor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Guarantor or any other guarantor person or any release of the any Borrower or such any Guarantor or any other guarantor person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith, the Secured Cash Management Agreements, Secured Hedging Agreements and Secured Commodity Hedging Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement, Secured Hedging Agreement and Secured Commodity Hedging Agreement, the Cash Management Bank or Hedge Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower Company or any Pledgor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower Company or any such Pledgor or any other guarantor Person or any release of the Borrower Company or such any Pledgor or any other guarantor Person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party 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 Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party 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 Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Grantor or any other guarantor Person or any release of the any Borrower or such any Grantor or any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the First Lien Obligations made by the Administrative Collateral Agent or any Lender other First Lien Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the First Lien Obligations continued, and (b) the First Lien 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 Collateral Agent or any Lenderother First Lien Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit, any other Loan Document Additional First Lien Agreement and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or the Collateral Agent or any of their respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required LendersLenders (or if there are any Additional First Lien Obligations outstanding, subject to the terms of any Intercreditor Agreement, the requisite holders or lenders of such Additional First Lien Obligations), as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party 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 Collateral Agent or any Lender other First Lien Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender other First Lien Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the First Lien Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other First Lien Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Grantor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other First Lien Secured Party to make any such demand or to collect any payments from the Borrower or any such Grantor or any other guarantor person or any release of the Borrower or such any Grantor or any other guarantor person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other First Lien Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Except for termination of a Guarantor’s obligations hereunder as provided in Section 5.14, 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 Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and ; (b) the 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 Collateral Agent or any Lender, other Secured Party (with the consent of the applicable Credit Parties where required by the terms hereof or thereof); (c) the Credit Agreement and the Credit Agreement, any other Loan Document Guaranteed Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, waived, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent terms of the applicable documents; and (or the Required Lendersd) any collateral security, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against any of the GuarantorGuarantors, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other Guarantor or guarantor or any release of the Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantor Guarantors in respect of its which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against any of the GuarantorGuarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may, in accordance with Section 13.1 of the Credit Agreement or any applicable Secured Cash Management or Secured Hedge Agreement, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent Agents (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Pledgor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Pledgor or any such other guarantor Person or any release of the any Borrower or such any other guarantor Pledgor or any other Person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, such Guarantor and without notice to or further assent by the such Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and the 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 any LenderSecured Party, and the Credit Agreement, any other Loan Document Master Repurchase Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required 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 any Lender Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Lender Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower Seller or any other guarantor, and any failure by the Administrative Agent or any Lender Secured Party 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 any Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender Secured Party against the such Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, 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 Obligations made by the Administrative Agent or any Lender other Guaranteed Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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, settled, waived, surrendered or released by the Administrative Agent or any Lenderother Guaranteed Party or by operation of law, and (c) the Credit Agreement, any the other Loan Document Credit Documents, Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented supplemented, extended or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party 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 any Lender other Guaranteed Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender other Guaranteed Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it (or on its behalf) as security for the Obligations or for this Guarantee Guaranty or any property or assets subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Lender other Guaranteed Party may, but shall be under no obligation to, make a similar demand on the relevant Borrower or any other guarantorGuarantor or guarantor (and notwithstanding any provisions of applicable law to the contrary each Guarantor irrevocably waives any right it may have of requiring the Administrative Agent or any Guaranteed Party (or any person on its behalf) to proceed against or enforce any other rights or security or claim payment from a Borrower, any other Guarantor or any other Person before making a demand against such Guarantor under the terms of this Guaranty), and any failure by the Administrative Agent or any Lender other Guaranteed Party to make any such demand or to enforce such security or to collect any payments from the any Borrower or any such other Guarantor or guarantor or any release of the a Borrower or such other any Guarantor or guarantor shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Guaranteed Party against the any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may, in accordance with Section 13.1 of the Credit Agreement or any applicable Secured Cash Management Agreement or Secured Hedge Agreement, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent Agents (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Borrower shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorBorrower, and without notice to or further assent by the GuarantorBorrower, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the 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 any Lender, and the Credit Agreement, any other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions thereof as the Administrative Agent (or the Required requisite 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 any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent nor or any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorBorrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower Foreign Subsidiary Borrowers or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the a Foreign Subsidiary Borrower or any such other guarantor or any release of the a Foreign Subsidiary Borrower or such other guarantor shall not relieve the Guarantor Borrower of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the GuarantorBorrower. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Agent or any Lender other Guaranteed Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Guaranteed Party, and (c) the Credit Loan Agreement, any the other Loan Document Documents, and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) 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 any Lender other Guaranteed Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Lender other Guaranteed Party may, but shall be under no obligation to, make a similar demand on the Borrower Company or any Guarantor or any other guarantorperson, and any failure by the Administrative Agent or any Lender other Guaranteed Party to make any such demand or to collect any payments from the Borrower Company or any such Guarantor or any other guarantor person or any release of the Borrower Company or such any Guarantor or any other guarantor person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Guaranteed Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements and Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement or Secured Hedge Agreement, the Cash Management Bank or Hedge Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorGuarantor or any other person, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Guarantor or any other person or any release of the Borrower or such any other guarantor Guarantor or any other person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the applicable Administrative Agent or the Collateral Agent or any of its respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the applicable Administrative Agent or any of its respective affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party 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 Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the any Borrower or any Grantor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Grantor or any other guarantor person or any release of the any Borrower or such any Grantor or any other guarantor person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding thatnotwithstanding, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) that any demand for payment of any of the Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) that the 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 any Lenderother Secured Party, and (c) that the Credit Agreement, any the other Loan Document Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) that any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorGrantor or grantor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Grantor or grantor or any release of the Borrower or such other guarantor any Grantor or grantor shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith, the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement and Secured Hedge Agreement, the Hedge Bank party 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 Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the any Borrower or any Pledgor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Pledgor or any other guarantor person or any release of the any Borrower or such any Pledgor or any other guarantor person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may may, in accordance with Section 13.1 of the Credit Agreement, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Pledgor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Pledgor or any such other guarantor Person or any release of the any Borrower or such any other guarantor Pledgor or any other Person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, such Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender Buyer may be rescinded by the Administrative Agent or such Lender, Buyer and any of the Obligations continued, and the 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 any LenderBuyer, and the Credit Repurchase Agreement, any and the other Loan Document Repurchase Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) 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 any Lender Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender The Buyer shall not have any obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Obligations or for this Guarantee Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender Buyer may, but shall be under no obligation to, make a similar demand on the Borrower Seller or any other guarantor, and any failure by the Administrative Agent or any Lender 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 obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any other Loan Document Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent (or terms of the Required Lenders, as the case may be) may deem advisable from time to timeapplicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party, may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorGrantor, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Grantor or any release of the Borrower or such any other guarantor Grantor shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the Obligations, or the liability of any other party person or entity 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, and the Credit Agreement, any other Loan Document released. The Final Construction Plans and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as without the Administrative Agent (necessity of any reservation of rights against the Guarantor and without notice to or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held further assent by the Administrative Agent Guarantor, which will remain bound hereunder notwithstanding any modification or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteeamendment. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender Beneficiary may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorperson or entity obligated with respect to the Obligations, and any failure by the Administrative Agent or any Lender Beneficiary to make any such demand or to collect any payments from the Borrower such person or any such other guarantor or any release of the Borrower or such other guarantor entity shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender Beneficiary against the Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.. Without limiting any other provision of this Guaranty or Guarantor’s covenants hereunder: Guarantor: (A) authorizes City, without giving notice to Guarantor or obtaining Guarantor's consent and without affecting the liability of Guarantor, from time to time, to: (i) approve modifications to the Final Construction Documents; (ii) change the terms and conditions of the LDDA; or (iii) assign this Guaranty in whole or in part; and (B) authorizes the City, without notice or demand and without affecting its liability hereunder, from time to time to

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements and Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement or Secured Hedge Agreement, the party thereto) may deem advisable from time to time, (d) any Existing Notes Indenture and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, from time to time in accordance with their respective terms and (e) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Guarantor or any other guarantorperson, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such Guarantor or any other guarantor person or any release of the Borrower or such any Guarantor or any other guarantor person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and any Secured Cash Management Agreements, Secured Hedging Agreements, and Secured Commodity Hedging Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement, Secured Hedging Agreement or Secured Commodity Hedging Agreement, the applicable Cash Management Bank or Hedge Bank) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower Company or any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower Company or any such Grantor or any other guarantor Person or any release of the Borrower Company or such any Grantor or any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Borrower shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorBorrower, and without notice to or further assent by the GuarantorBorrower, any demand for payment of any of the Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty 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, and the Credit Agreement, any other Loan Document this Agreement and any other documents executed and delivered in connection therewith herewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required requisite Lenders, as the case may be) may deem advisable from time to time, and any guarantee collateral security, guaranty or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Subsidiary Borrower Obligations or for the Parent Guaranty under this Guarantee Article 9 or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorBorrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorSubsidiary Borrower, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the any Subsidiary Borrower or any such other guarantor or any release of the any Subsidiary Borrower or such other guarantor shall not relieve the Guarantor Borrower of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the GuarantorBorrower. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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, restated, supplemented, modified, accelerated, compromised, waived, surrendered or released by the Administrative Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may, in accordance with Section 13.1 of the Credit Agreement or any applicable Secured Cash Management Agreement or Secured Hedge Agreement, be amended, restated, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Secured Party, and (c) the Credit Agreement, any Notes, the other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent and (or the Required Lendersd) any collateral security, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Canadian Borrower or any other guarantorGrantor or grantor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Canadian Borrower or any such other guarantor Grantor or grantor or any release of the Canadian Borrower or such other guarantor any Grantor or grantor shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the 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 any Lender, and the Credit Agreement, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender Buyer may be rescinded by the Administrative Agent or such Lender, Buyer and any of the Obligations continued, and the 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 any LenderBuyer, and the Credit Repurchase Agreement, any and the other Loan Document Facility Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) 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 any Lender Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender Buyer may, but shall be under no obligation to, make a similar demand on the Borrower Seller or any other guarantor, and any failure by the Administrative Agent or any Lender 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 obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender Buyer against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party 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 any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorPledgor or pledgor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Pledgor or pledgor or any release of the Borrower or such other guarantor any Pledgor or pledgor shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, the party 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 Collateral Agent or any Lender other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the any Borrower or any Guarantor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Guarantor or any other guarantor person or any release of the any Borrower or such any Guarantor or any other guarantor person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding thatnotwithstanding, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) that any demand for payment of any of the Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) that the 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 any Lenderother Secured Party, and (c) that the Credit Agreement, any the other Loan Document Credit Documents, the Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Administrative Agent or any of its Affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) that any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorPledgor or pledgor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Pledgor or pledgor or any release of the Borrower or such other guarantor any Pledgor or pledgor shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, Pledgor and without notice to or further assent by the GuarantorPledgor, (a) any demand for payment of any of the Secured Obligations made by the Administrative Global Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Secured Obligations continued, and (b) the Secured 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, settled, waived, surrendered or released by the Administrative Global Collateral Agent or any Lenderother Secured Party or by operation of law, and (c) the Credit Agreement, any other Loan Document Secured Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented supplemented, extended or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Global Collateral Agent or any Lender other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Global Collateral Agent nor any Lender 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 Secured Obligations or for this Guarantee Pledge Agreement or any property or assets subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorPledgor, the Administrative Global Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on any Lien Grantor or pledgor (and the Borrower Pledgor irrevocably waives any requirement that at any time any action be taken by any Person against a Lien Grantor or any other guarantorPerson), and any failure by the Administrative Global Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Lien Grantor or any such other guarantor pledgor or any release of the Borrower a Lien Grantor or such other guarantor pledgor shall not relieve the Guarantor Pledgor in respect of which a demand or collection is not made or the Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Global Collateral Agent or any Lender other Secured Party against the GuarantorPledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Unless and until the Termination Date has occurred or, with respect to any Grantor, such Grantor shall be released in accordance with Section 6.5(b), each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may and the Secured Cash Management Agreements, Secured Bank Product Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may, in accordance with Section 13.1 of the Credit Agreement or any applicable Secured Cash Management Agreement, Secured Bank Product Agreement or Secured Hedge Agreement, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement, Secured Bank Product Agreement or Secured Cash Management Agreement, the Hedge Bank, Bank Product Provider or Cash Management Bank, respectively, party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither Except as provided in Section 6.2, neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Except for the termination of a Pledgor’s Obligations hereunder as provided in Section 14, each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Secured Party, and (c) the Credit Agreement, any other Loan Document Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as in accordance with the Administrative Agent (or terms of the Required Lenders, as the case may be) may deem advisable from time to timeapplicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any Pledgor or any other guarantorperson, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such Pledgor or any other guarantor person or any release of the Borrower or such any Pledgor or any other guarantor person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the ABL Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Pledgor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Pledgor or any such other guarantor Person or any release of the Borrower or such any Pledgor or any other guarantor Person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit, the Existing Secured Letters of Credit and any other Loan Document documents executed and delivered in connection therewith, the Secured Cash Management Agreements and Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Existing Secured Letters of Credit, Secured Cash Management Agreement and Secured Hedge Agreement, the Existing Secured Letter of Credit Issuer, Cash Management Bank or Hedge Bank party 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 Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower Company or any Pledgor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower Company or any such Pledgor or any other guarantor person or any release of the Borrower Company or such any Pledgor or any other guarantor person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Agent Agent, the Issuing Lender or any Lender may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and the 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 Agent, the Issuing Lender or any Lender, Lender and the Credit Agreement, the Notes, the other Credit Documents, any other Loan Document Letter of Credit, any Interest Rate Agreement and any other documents executed and delivered collateral security document or other guarantee or document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or Agent, the Required Lenders, as the case may be) Issuing Lender and/or any Lender 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 any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any particular Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other Guarantor or guarantor or any release of the Borrower or any such other Guarantor or guarantor shall not relieve such Guarantor in respect of which a demand or collection is not made or any of the Guarantor Guarantors not so released of its their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against any of the GuarantorGuarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith, the Secured Cash Management Agreements and the Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement or Secured Hedge Agreement, the Cash Management Bank or Hedge Bank party 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 Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower Company or any Pledgor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower Company or any such Pledgor or any other guarantor person or any release of the Borrower Company or such any Pledgor or any other guarantor person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 repurchase or other performance or payment of under any of the Obligations made by the Administrative Agent or any Lender IXIS may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and the 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 any LenderIXIS, and the Credit Agreement, any other Loan Document Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) IXIS 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 any Lender IXIS for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender IXIS shall have any no obligation to protect, secure, perfect or insure any Lien lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender IXIS may, but shall be under no obligation to, make a similar demand on the Borrower Sellers or any other guarantor, and any failure by the Administrative Agent or any Lender IXIS to make any such demand or to collect any payments from the Borrower Sellers or any such other guarantor or any release of the Borrower Sellers or such other guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender IXIS against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Guarantors shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorGuarantors, and without notice to or further assent by the GuarantorGuarantors, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, and the 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 any Lender, and the Credit Agreement, any Notes, and the other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required 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 any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the a Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorGuarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the Borrower or any such other guarantor Guarantor or any release of the Borrower or such other guarantor Guarantor shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, implied or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit AgreementIndenture, any the other Loan Document Notes Documents, each Additional Second Lien Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Collateral Agent (or the Required Lendersother Secured Parties, as the case may be) applicable, may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower Company or any other guarantorPledgor or any other person, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower Company or any such other guarantor Pledgor or any other person or any release of the Borrower Company or such any other guarantor Pledgor or any other person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Each European Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any European Guarantor and without notice to or further assent by the any European Guarantor, any demand for payment of any of the Obligations of any Foreign Subsidiary that is a CFC made by the Administrative Agent or any Lender Secured Party may be rescinded by the Administrative Agent or such Lender, Secured Party and any of the Obligations of any Foreign Subsidiary that is a CFC continued, and the ObligationsObligations of each Foreign Subsidiary that is a CFC, 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 any LenderSecured Party, and the Credit Agreement, any other Loan Document Document, any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Collateral Agent (or the Required Lenders, as the case may be) or the relevant Secured Party (in the case of any such Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement) 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 any Lender Secured Party for the payment of the Obligations of any Foreign Subsidiary that is a CFC may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations of any Foreign Subsidiary that is a CFC or for this European Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against any of the GuarantorEuropean Guarantors, the Administrative Agent or any Lender Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Loan Party or any other European Guarantor or guarantor, and any failure by the Administrative Agent or any Lender Secured Party to make any such demand or to collect any payments from the Borrower any Loan Party or any such other European Guarantor or guarantor or any release of the Borrower any Loan Party or such other European Guarantor or guarantor shall not relieve any of the Guarantor European Guarantors in respect of its which a demand or collection is not made or any of the European Guarantors not so released of their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of any Secured Party against any of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsEuropean Guarantors.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Company shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorCompany, and without notice to or further assent by the GuarantorCompany, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender the Required Lenders may be rescinded by the Administrative Agent or such Lenderthe Required Lenders, and any of the Obligations continued, and the 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, part be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lenderthe Required Lenders, and the Credit Agreement, any other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions thereof as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent nor or any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorCompany, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on the any other Borrower or any other guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from the any other Borrower or any such other guarantor or any release of the Borrower Borrowers or such other guarantor shall not relieve the Guarantor Company of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.the

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Canadian Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Canadian Administrative Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents, the Canadian Letters of Credit and any other documents executed and delivered in connection therewith and the Hedge Agreements and any other documents executed and delivered in connection therewith and any documents entered into with the Canadian Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds may be amended, modified, supplemented or terminated, in whole or in part, as the Canadian Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Hedge Agreement or documents entered into with the Canadian Administrative Agent or any of its affiliates in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds, the party thereto) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Canadian Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Canadian Administrative Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Canadian Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantorGrantor or grantor, and any failure by the Canadian Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor Grantor or grantor or any release of the Borrower or such other guarantor any Grantor or grantor shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Canadian Administrative Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, (c) the Indenture and the Credit Agreementother Indenture Documents, any other Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Collateral Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Pledgor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Pledgor or any such other guarantor person or any release of the Borrower any Pledgor or such any other guarantor person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Equity Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Equity Guarantor, and without notice to or further assent by the Equity Guarantor, any demand for payment of any of the Obligations made by the Administrative Borrower, the Security Agent or any Lender Secured Party may be rescinded by the Administrative Borrower, the Security Agent or such LenderSecured Party, and any of the Obligations continued, and the 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 Borrower, the Security Agent or any LenderSecured Party, and the Credit Supplemental Equity Contribution Agreement, the Loan Agreement, any Notes, and the other Loan Document Financing Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Borrower or the Security Agent (or the Required 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 Security Agent or any Lender Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Security Agent nor any Lender Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Equity Guarantor, the Administrative Borrower, the Security Agent or any Lender Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Equity Contributor or any other guarantor, and any failure by the Administrative Borrower, the Security Agent or any Lender Secured Party to make any such demand or to collect any payments from the Borrower such Equity Contributor or any such other guarantor or any release of the Borrower such Equity Contributor or such other guarantor shall not relieve the Equity Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Borrower, the Security Agent or any Lender Secured Party against the Equity Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings. 6.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Company shall remain obligated hereunder notwithstanding that, without any reservation of rights against the GuarantorCompany, and without notice to or further assent by the GuarantorCompany, any demand for payment of any of the Obligations made by the Administrative Agent Agent, the Required Lenders or any Lender as applicable another Secured Party may be rescinded by the Administrative Agent or such Lenderthe Required Lenders or as applicable another Secured Party, and any of the Obligations continued, and the 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, part be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent Agent, the Required Lenders or any Lenderas applicable another Secured Party, and the Credit Agreement, any other Loan Document Documents and any other documents executed and delivered in connection therewith with the Obligations may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the provisions thereof as the Administrative Agent (or the Required Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or Agent, any Lender or as applicable another Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither None of the Administrative Agent nor Agent, any Lender or as applicable another Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the GuarantorCompany, the Administrative Agent or Agent, any Lender or as applicable another Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other guarantor, and any failure by the Administrative Agent or Agent, any Lender or as applicable another Secured Party to make any such demand or to collect any payments from the Borrower or any such other guarantor or any release of the Borrower Borrowers or such other guarantor shall not relieve the Guarantor Company of its obligations or liabilities hereunder, and 147 509265-1946-Active.21307007.121307007.7 shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or Agent, any Lender or as applicable another Secured Party against the GuarantorCompany. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, any the other Loan Document Credit Documents and any other documents executed and delivered in connection therewith may and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may, in accordance with Section 13.1 of the Credit Agreement or any applicable Secured Cash Management Agreement or Secured Hedge Agreement, be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Grantor or any such other guarantor Person or any release of the Borrower any Grantor or such any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Agent or any Lender other Guaranteed Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Guaranteed Party, and (c) the Credit Loan Agreement, any the other Loan Document Documents, and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) 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 any Lender other Guaranteed Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Agent or any Lender other Guaranteed Party may, but shall be under no obligation to, make a similar demand on the Borrower Company or any Guarantor or any other guarantorperson, and any failure by the Administrative Agent or any Lender other Guaranteed Party to make any such demand or to collect any payments from the Borrower Company or any such Guarantor or any other guarantor person or any release of the Borrower Company or such any Guarantor or any other guarantor person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Guaranteed Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Further, each Guarantor expressly waives each and every right to which it may be entitled by virtue of the suretyship law of the state of Texas, including without limitation, any rights pursuant to Rule 31, Texas Rules of Civil Procedure, Articles 1986 and 1987, Revised Civil Statutes of Texas and Chapter 34 of the Texas Business and Commerce Code.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents, the Letters of Credit and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements and Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement or Secured Hedge Agreement, the Cash Management Bank or Hedge Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the any Guarantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the any applicable Borrower or Borrowers or any Guarantor or any other guarantorperson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the any Borrower or any such Guarantor or any other guarantor person or any release of the any Borrower or such any Guarantor or any other guarantor person shall not relieve the any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender Purchaser may be rescinded by the Administrative Agent or such LenderPurchaser, and any of the Obligations continued, and the 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 any LenderPurchaser, and the Credit Receivables Purchase Agreement, any and the other Loan Document Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) Purchaser 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 any Lender Purchaser for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender The Purchaser shall have any no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender Purchaser may, but shall be under no obligation to, make a similar demand on the Borrower Seller or any other guarantor, and any failure by the Administrative Agent or any Lender Purchaser 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 obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender Purchaser against the Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. 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 Obligations made by the Administrative Agent or any Lender Buyers may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and the 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 any LenderBuyers, and the Credit Agreement, any other Loan Document Repurchase Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) Buyers 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 any Lender Buyers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender The Buyers shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it them as security for the Obligations or for this Guarantee or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantor, the Administrative Agent or any Lender Buyers may, but shall be under no obligation to, make a similar demand on the Borrower Seller or any other guarantor, and any failure by the Administrative Agent or any Lender Buyers 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 obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender Buyers against the Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The 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 Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee guaranty 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 Lenderthe Requisite Lenders, and the Credit Agreement, any the Notes and the other Loan Document Documents and any other documents executed and delivered in connection therewith and the Guaranteed Hedge Agreements and agreements in respect to Cash Management Services may be amended, restated, amended and restated, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required LendersRequisite Lenders (or, as in the case may beof the Guaranteed Hedge Agreements or agreements in respect of Cash Management Services, the counterparties thereto) may deem advisable from time to time, and any guarantee collateral security, guaranty or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Guaranty or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against any of the GuarantorGuarantors, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower Borrower, any Guarantor or any other guarantor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower Borrower, any Guarantor, or any such other guarantor or any release of the Borrower Borrower, any Guarantor or such any other guarantor shall not relieve any of the Guarantor Guarantors in respect of its which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against any of the GuarantorGuarantors. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 any Lenderother Secured Party, and (c) the Credit Agreement, any Notes, the other Loan Document Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent and (or the Required Lendersd) any collateral security, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower Company or any other guarantorGrantor or grantor, and any failure by the Administrative Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower Company or any such other guarantor Grantor or grantor or any release of the Borrower Company or such other guarantor any Grantor or grantor shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Pledgor and without notice to or further assent by the Guarantorany Pledgor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and (c) the Credit Agreement, the other Credit Documents and any other Loan Document documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Hedge Agreements and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash Management Bank party thereto) may deem advisable from time to timetime and (d) any collateral security, and any guarantee or right of offset at any time held by the Administrative Collateral Agent or BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Pledge Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Pledgor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Pledgor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower any Pledgor or any such other guarantor Person or any release of the Borrower Company or such any Pledgor or any other guarantor Person shall not relieve the Guarantor any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Pledgor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Amendments, etc. with Respect to the Obligations; Waiver of Rights. The Guarantor Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, any Grantor and without notice to or further assent by the Guarantorany Grantor, (a) any demand for payment of any of the Obligations made by the Administrative Collateral Agent or any Lender other Secured Party may be rescinded by the Administrative Agent or such Lender, party and any of the Obligations continued, and (b) the 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 Collateral Agent or any Lenderother Secured Party, and the Credit Agreement, (c) any Second Lien Agreement or any other Loan Second Lien Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be) parties thereto may deem advisable from time to timetime or otherwise in accordance with such Second Lien Document, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Collateral Agent or any Lender other Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Collateral Agent nor any Lender 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 Obligations or for this Guarantee Security Agreement or any property subject thereto and the Guarantor hereby waives any defense based on any acts or omissions of the Administrative Agent or any Lender in the administration of the Obligations, any guarantee or other liability in respect thereof or any security for the Obligations or this Guaranteethereto. When making any demand hereunder against the Guarantorany Grantor, the Administrative Collateral Agent or any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower any Grantor or any other guarantorPerson, and any failure by the Administrative Collateral Agent or any Lender other Secured Party to make any such demand or to collect any payments from the Borrower Issuer or any such Grantor or any other guarantor Person or any release of the Borrower Issuer or such any Grantor or any other guarantor Person shall not relieve the Guarantor any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Collateral Agent or any Lender other Secured Party against the Guarantorany Grantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Each Secured Party by accepting the benefits hereof agrees that (i) the Collateral Agent shall act as a Designated Second Priority Representative under and as defined in the Intercreditor Agreement and (ii) its Authorized Representative has a right to designate the Collateral Agent as the Designated Second Priority Representative under the Intercreditor Agreement in accordance with the provisions thereof.