Common use of Amendments, Guaranty Supplements, Etc Clause in Contracts

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary U.S. Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary GuarantyU.S. Guarantee Agreement”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe obligations owing to the Lenders under or in respect of the Loan Documents except as provided in the next succeeding sentence or (b) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Lenders or any of them to take any action hereunder. Upon the sale, liquidation or dissolution of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty Agreement and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall otherwise be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 10.01 of the Credit Agreement. (b) Pursuant to Section 6.11 of the Credit Agreement, certain Subsidiaries of Parent may be required, after the date hereof, to enter into this Agreement as a Guarantor. Upon the execution and delivery by any such Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty Agreement to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” or a “Loan Party” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this GuarantyAgreement”, “hereunder”, “hereof” or words of like import referring to this GuarantyAgreement, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this GuarantyAgreement, shall mean and be a reference to this Guaranty Agreement as supplemented by such Guaranty Supplement. Each such Additional Guarantor shall also execute and deliver a Security Agreement Supplement to the extent required by the Loan Documents.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative AgentRequired Holders, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Noteholders (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Guaranteed Obligations owing to the Noteholders under or in respect of the Note Documents, (b) postpone any date fixed for payment hereunder or (c) change the number of Noteholders or the percentage of the aggregate unpaid principal amount of the Notes that, in each case as a result of a transaction permitted under the Loan Documentscase, such Guarantor shall be released in accordance with required for the provisions Noteholders or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Note Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this This Guaranty”, “hereunderHereunder”, “hereofHereof” or words of like import referring to this Guaranty, and each reference in any other Loan Note Document to the “Subsidiary Guaranty”, “thereunderThereunder”, “thereofThereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty Guaranty, as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and (except as otherwise provided in the Guarantors Credit Agreement), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (ii) postpone any date fixed for payment hereunder or (iii) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon a any Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case Subsidiary as a result of a transaction permitted not prohibited under the Loan DocumentsCredit Agreement, such Guarantor shall be released from this Guaranty in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 9.11(b) of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” or a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Guaranty”, the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and (or signed by the Guarantors Administrative Agent with the consent of the Required Lenders) and, in the case of an amendment, the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (or signed by the Administrative Agent with the consent of all the Lenders) (other than any Lender that is, at such time, a Defaulting Lender), (i) release all or substantially all the value under this Guaranty, or (ii) change this Section 8. Upon the sale of a Guarantor becoming an Excluded Subsidiary, to a Person other than a Loan Party or ceasing to be a Restricted Subsidiary, in each case as a result Subsidiary of a transaction Loan Party to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with from this Guaranty without the provisions requirement of any further action on the part of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit AgreementLenders or any Agent. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) a. Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Subsidiary Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or the Administrative Agent, Agent at the direction of the Required Lenders Lenders) and the Guarantors Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon To the extent expressly permitted by the Credit Agreement, upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case case, as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released from this Subsidiary Guaranty in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit AgreementAgreement and the Administrative Agent shall take such actions as are contemplated by Section 9.11 of the Credit Agreement as set forth therein. (b) Upon b. It is understood and agreed that any Subsidiary of Holdings that is required to execute a counterpart of this Subsidiary Guaranty after the execution date hereof pursuant to the Credit Agreement shall execute and delivery by any Person of deliver a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), and upon the execution and delivery thereof, (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Subsidiary Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders Company, the Guarantors and the Guarantors Required Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Beneficiaries, (a) reduce or limit the obligations of the Guarantor becoming an Excluded Subsidiaryhereunder, release the Guarantor hereunder or ceasing otherwise limit the Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Beneficiaries under or in respect of the Credit Documents, (b) postpone any date fixed for payment hereunder or (c) change the number of Beneficiaries or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Tender Advances or (z) the aggregate available amount of the Letter of Credit that, in each case as a result case, shall be required for the Beneficiaries or any of a transaction permitted them to take any action hereunder; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Banks required above to take such action, affect the rights or duties of the Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the Loan Documentsrights of, or increase the obligations of, the Fronting Bank, shall be effective unless agreed to in writing by the Fronting Bank; and provided, further, that this Guaranty may be amended and restated without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Guarantor Beneficiary shall no longer be released in accordance with the provisions a Beneficiary of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. this Guaranty (bas so amended and restated) Upon the execution and delivery by or have any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” obligation hereunder and shall become and be a Guarantor hereunder, and each reference have been paid in this Guaranty to a “Guarantor” shall also mean and be a reference full all amounts payable hereunder to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty SupplementBeneficiary.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Collateral Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the First Lien Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (ii) postpone any date fixed for payment hereunder or (iii) change any provision of this Section 8. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative AgentMajority Lenders, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Beneficiaries, (a) reduce or limit the obligations of the Guarantor becoming an Excluded Subsidiaryhereunder, release the Guarantor hereunder or ceasing otherwise limit the Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Beneficiaries under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon postpone any date fixed for payment hereunder or (c) change the execution and delivery by any Person number of a guaranty supplement in substantially Beneficiaries or the form percentage of Exhibit A hereto (each, a “Guaranty Supplement”)x) the Commitments, (iy) such Person the aggregate unpaid principal amount of the Advances or (z) the aggregate available amount of outstanding Letters of Credit that, in each case, shall be referred required for the Beneficiaries or any of them to take any action hereunder; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Guaranty; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Fronting Bank, shall be effective unless agreed to in writing by such Fronting Bank; and provided, further, that no amendment, waiver or consent that would adversely affect the rights of, or increase the obligations of, any Swing Line Lender, shall be effective unless agreed to in writing by such Swing Line Lender; and provided, further, that this Guaranty may be amended and restated without the consent of any Beneficiary if, upon giving effect to such amendment and restatement, such Beneficiary shall no longer be a Beneficiary of this Guaranty (as an “Additional Guarantor” so amended and restated) or have any obligation hereunder and shall become and be a Guarantor hereunder, and each reference have been paid in this Guaranty to a “Guarantor” shall also mean and be a reference full all amounts payable hereunder to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty SupplementBeneficiary.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon the sale of a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, the extent permitted in each case as a result accordance with the terms of a transaction permitted under the Loan Documents, such Guarantor (other than the Borrower) shall be automatically released from this Guaranty. The Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent a written request therefor and a certificate of such Guarantor to the effect that the transaction is in accordance compliance with the provisions of the applicable Loan Document(s), including, Documents. The Administrative Agent shall be authorized to rely on any such certificate without limitation, Section 9.11 of the Credit Agreementindependent investigation. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” Guarantor “shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Subsidiary Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent (at the direction of the Required Lenders Lenders) and the Guarantors Subsidiary Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Subsidiary Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction or designation permitted under the Loan Documents, such Subsidiary Guarantor shall be released from this Guaranty in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon It is understood and agreed that any Subsidiary of Holdings that is required to execute a counterpart of this Guaranty after the execution date hereof pursuant to the Credit Agreement shall execute and delivery by any Person of deliver a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), and upon the execution and delivery thereof, (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Subsidiary Guarantor hereunder, and each reference in this Guaranty to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, Guarantor and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement. The execution and delivery of such Guaranty Supplement shall not require the consent of any Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional Guarantor.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and each of the Guarantors and acknowledged by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Secured Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Effective Amount of outstanding Letters of Credit that, in each case, shall be released in accordance with required for the provisions Secured Parties or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor (other than the BV Borrower) shall be automatically released from this Guaranty; provided that no such release shall occur if such Guarantor is a guarantor in accordance respect of any Specified Junior Financing Obligations, unless such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent a written request therefor and a certificate of such Guarantor to the effect that the transaction is in compliance with the provisions of the applicable Loan Document(s), including, Documents. The Administrative Agent shall be authorized to rely on any such certificate without limitation, Section 9.11 of the Credit Agreementindependent investigation. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor “or a “Domestic Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “Domestic Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit AgreementNo amendment, no amendment modification or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed signed, (i) with respect to the Lender Parties and any Guaranteed Obligations arising hereunder with respect to the Lender Parties, and as long as the Credit Agreement is in effect, by the Administrative Agent, the Required Lenders Agent and the Guarantors Majority Lenders, and (ii) with respect to any Hedge Bank and any Guaranteed Obligations arising hereunder with respect to such Hedge Bank, and as long as any Hedge Agreement with respect to such Hedge Bank is in effect, by such Hedge Bank, and (iii) with respect to any Operating Lender and any Guaranteed Obligations arising hereunder with respect to such Operating Lender, and as long as any Operating Indebtedness Agreement with respect to such Operating Lender is in effect, by such Operating Lender, in the case of any such amendment or modification, by the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, that this Guaranty may be modified by the execution of a Guaranty Supplement by an Additional Guarantor becoming an Excluded Subsidiaryin accordance with Section 8(b) hereof; provided, however, (i) with respect to the Lender Parties and any Guaranteed Obligations arising hereunder with respect to the Lender Parties, no amendment, waiver or ceasing consent shall, unless in writing and signed by all of the Lender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit such Guaranteed Obligations of all or substantially all Guarantors hereunder, release all or substantially all Guarantors hereunder or otherwise limit the liability of all or substantially all Guarantors with respect to be a Restricted Subsidiarysuch Guaranteed Obligations except as provided in Section 17 hereof, (b) postpone any date fixed for payment hereunder or (c) change the number of Lender Parties or the percentage of (x) the Obligations, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate outstanding Letter of Credit Liability that, in each case as a result of a transaction permitted under the Loan Documentscase, such Guarantor shall be released in accordance with required for the provisions Lender Parties, or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “"Guaranty Supplement”"), (i) such Person shall be referred to as an “"Additional Guarantor” " and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “"Guarantor” " shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary "Guarantor” " shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “"this Guaranty”", “"hereunder”", “"hereof” " or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “"Subsidiary Guaranty”", “"thereunder”", “"thereof” " or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the obligations owing to the Lender Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor (b) postpone any date fixed for payment hereunder or (c) change the number of Lender Parties or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case, shall be released in accordance with required for the provisions Lender Parties or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “"hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit AgreementNo amendment, no amendment modification or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and and, in the Guarantors case of an amendment or modification, the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, modification, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be a Restricted Subsidiary, the Obligations owing to the Secured Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be released in accordance with required for the provisions Secured Parties or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional Guarantor” "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” "SUBSIDIARY GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”"SUBSIDIARY GUARANTY", “thereunder”"THEREUNDER", “thereof” "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Guaranteed Parties, (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe obligations owing to the Guaranteed Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Guaranteed Parties or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances that, in each case as a result case, shall be required for the Guaranteed Parties or any of them to take any action hereunder. Upon the occurrence of the Subsidiary Guaranty Release Date, this Guaranty shall terminate and be of no further force and effect and, prior to the Subsidiary Guaranty Release Date, upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “from this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released from this Guaranty; provided that no such release shall occur if such Guarantor is a guarantor in accordance respect of any Specified NYDOCS01/1267209 Junior Financing Obligations, unless such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent a written request therefor and a certificate of such Guarantor to the effect that the transaction is in compliance with the provisions of the applicable Loan Document(s), including, Documents. The Administrative Agent shall be authorized to rely on any such certificate without limitation, Section 9.11 of the Credit Agreementindependent investigation. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor “or a “Foreign Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “Foreign Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Lenders under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with (b) postpone any date fixed for payment hereunder or (c) change the provisions number of Lenders or the percentage of the applicable Loan Document(s), including, without limitation, Section 9.11 Aggregate Commitments or of the Credit Agreementunpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a an “Subsidiary Original Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be released (other than the Foreign Guarantor in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of its capacity as a Borrower under the Credit Agreement) shall be automatically released from this Guaranty; provided that no such release shall occur if such Guarantor is a guarantor in respect of any Specified Junior Financing Obligations, unless such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent a written request therefor and a certificate of such Guarantor to the effect that the transaction is in compliance with the Loan Documents. The Administrative Agent shall be authorized to rely on any such certificate without independent investigation. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor “or a “Foreign Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “Foreign Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be the Obligations owing to the Secured Parties under or in respect of the Loan Documents except (x) as provided in Section 15 hereof, (y) pursuant to a Restricted Subsidiarymerger permitted under Section 5.02(e) of the Credit Agreement or (z) in connection with the sale of such Guarantor permitted pursuant to Section 5.02(f) of the Credit Agreement or a waiver of such Section 5.02 of the Credit Agreement effected with the consent of the Required Lenders, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of a transaction permitted them to take any action hereunder; provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in Offshore Guaranty addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Guaranty or the other Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional Guarantor” "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” "OFFSHORE GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”"OFFSHORE GUARANTY", “thereunder”"THEREUNDER", “thereof” "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Collateral Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the ABL Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (ii) postpone any date fixed for payment hereunder or (iii) change any provision of this Section 8. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject Except for any Guaranty Supplement delivered pursuant to Section 10.01 of the Credit Agreement8(b) or as otherwise provided in Section 8(c), no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Administrative Agent and the Lenders (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Guaranteed Obligations owing to the Administrative Agent and the Lenders under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor (ii) postpone any date fixed for payment hereunder or (iii) change the number of Lenders or the percentage of (A) the Commitments, (B) the aggregate unpaid principal amount of the Advances, or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be released in accordance with required for the provisions Administrative Agent and the Lenders or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Lenders under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with (b) postpone any date fixed for payment hereunder or (c) change the provisions number of Lenders or the percentage of the applicable Loan Document(s), including, without limitation, Section 9.11 Aggregate Commitments or of the Credit Agreementunpaid principal amount of the Loans and L/C Obligations which is required for the Lenders or any of them to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a an “Subsidiary Original Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be a Restricted Subsidiary, the Obligations owing to the Lenders under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with (b) postpone any date fixed for payment hereunder or (c) change the provisions number of Lenders or the percentage of the applicable Loan Document(s), including, without limitation, Section 9.11 Aggregate Commitments or of the Credit Agreementunpaid principal amount of the Loans and L/C Obligations which is required for the Lenders or any of them to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “"Guaranty Supplement”"), (i) such Person shall be referred to as an “"Additional Guarantor” " and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “"Guarantor” " shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary an "Original Guarantor” " shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “"this Guaranty”", “"hereunder”", “"hereof” " or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.to

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lender Parties (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor's liability with respect to the Obligations owing to the Lender Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (ii) postpone any date fixed for payment hereunder or (iii) change any provision of this Section 8. Upon the sale of a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, the extent permitted in each case as a result accordance with the terms of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “"Guaranty Supplement”"), (i) such Person shall be referred to as an “"Additional Guarantor” " and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “"Guarantor” " shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “"Subsidiary Guarantor” " shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “"this Guaranty”", “"hereunder”", “"hereof” " or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “"Subsidiary Guaranty”", “"thereunder”", “"thereof” " or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative AgentHolder and, in the case of an amendment, the Required Lenders and the Guarantors Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) The Note requires that certain Subsidiaries created or acquired after the date hereof become Guarantors under this Guaranty (so long as any such Subsidiary is or would otherwise become a Credit Party). Upon the execution and delivery by any Person person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.,

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Subsidiary Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Subsidiary Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. . (b) Upon a Subsidiary Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan DocumentsDocuments and consummated in accordance with the terms and conditions thereof, the Guaranty of such Subsidiary Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (bc) For the avoidance of doubt, and without limiting the generality of Section 8(b), if all of the Capital Stock of any Subsidiary Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation), in each case as a result of a transaction permitted under the Loan Documents and consummated in accordance with the terms and conditions thereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, shall be released in accordance with the provisions of Section 9.11 of the Credit Agreement. (d) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Subsidiary Guarantor” and shall become and be a Subsidiary Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a or “Subsidiary Guarantor” shall also mean and be a reference to such Additional Subsidiary Guarantor, and each reference in any other Loan Document (A) (other than the Holdings Guaranty) to a “Guarantor,” (B) a “Subsidiary Guarantor” or (C) a “Loan Party” shall also mean and be a reference to such Additional Subsidiary Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe obligations owing to the Lenders under or in respect of the Loan Documents except as provided in the next succeeding sentence or (b) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Lenders or any of them to take any action hereunder. Upon the sale, liquidation or dissolution of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and each of the Guarantors and acknowledged by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be a Restricted Subsidiary, the Obligations owing to the Secured Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Outstanding Amount of outstanding Letters of Credit that, in each case, shall be released in accordance with required for the provisions Secured Parties or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional Guarantor” "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” "SUBSIDIARY GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”"SUBSIDIARY GUARANTY", “thereunder”"THEREUNDER", “thereof” "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” or a “U.S. Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.the

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor (but, in the case of a Guarantor that becomes an Excluded Subsidiary pursuant to clause (d) of the definition thereof, only upon the request of the Borrower) shall be automatically released in accordance with from this Guaranty and the provisions Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementsuch Guarantor from this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any US Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the US Administrative Agent, Agent and the Required Lenders and (or by the Guarantors US Administrative Agent with the consent of the Required Lenders) and, in the case of an amendment, the US Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the US Administrative Agent and all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), subject to the next succeeding sentence, release any US Guarantor becoming an Excluded Subsidiary, hereunder or ceasing otherwise limit any US Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the US Secured Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, if such release or limitation is in respect of all or substantially all of the aggregate value of the Guarantees to the Lender Parties, or make any other change that is of the type that requires the consent of all Lenders under Section 10.01 of the Credit Agreement. Upon the sale of a US Guarantor shall be released to the extent permitted in accordance with the provisions terms of the applicable Loan Document(s)Documents and US Secured Cash Management Agreements, including, without limitation, Section 9.11 of the Credit Agreementsuch US Guarantor shall be automatically released from this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional US Guarantor” and shall become and be a US Guarantor hereunder, and each reference in this Guaranty to a “US Guarantor” shall also mean and be a reference to such Additional US Guarantor, and each reference in any other Loan Document or US Secured Cash Management Agreement to a “Subsidiary US Guarantor” shall also mean and be a reference to such Additional US Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document or US Secured Cash Management Agreement to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case Subsidiary or #4919-0286-4389v3 otherwise becoming an Excluded Subsidiary as a result of a transaction or designation permitted under the Loan Documents, such Guarantor shall be released from this Guaranty in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, Guarantor and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Guaranteed Parties, (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe obligations owing to the Guaranteed Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Guaranteed Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Guaranteed Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor's liability with respect to the Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change any provision of this Section 8. Upon the sale of a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, the extent permitted in each case as a result accordance with the terms of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “"Guaranty Supplement”"), (i) such Person shall be referred to as an “"Additional Guarantor” " and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “"Guarantor” " shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “"Subsidiary Guarantor” " shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “"this Guaranty”", “"hereunder”", “"hereof” " or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “"Subsidiary Guaranty”", “"thereunder”", “"thereof” " or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; PROVIDED, HOWEVER, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional Guarantor” "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” "GUARANTOR" or a "U.S. GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”"GUARANTY", “thereunder”"U.S. GUARANTY", “thereof” "THEREUNDER", "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary; provided, however, that no amendment, waiver or ceasing to be a Restricted Subsidiaryconsent shall, unless in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions writing and signed by all of the applicable Loan Document(sLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), including, without limitation, except as otherwise expressly set forth in Section 9.11 8.01 of the Credit Agreement, reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor's liability with respect to the Obligations owing to the Secured Parties under or in respect of the Loan Documents. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional Guarantor” "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” "SUBSIDIARY GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”"SUBSIDIARY GUARANTY", “thereunder”"THEREUNDER", “thereof” "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors (except as otherwise expressly provided in the Credit Agreement), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate L/C Obligations that, in each case as a result of a transaction permitted under the Loan Documentscase, such Guarantor shall be released in accordance with required for the provisions Secured Parties or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional "ADDITIONAL Guarantor” " and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” "SUBSIDIARY GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”"SUBSIDIARY GUARANTY", “thereunder”"THEREUNDER", “thereof” "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom herefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released entered into in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 10.01 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty SupplementSupplement and all other Guaranty Supplements.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit AgreementNo amendment, no amendment modification or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and and, in the Guarantors case of an amendment or modification, the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, modification, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Secured Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be released in accordance with required for the provisions Secured Parties or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.. Table of Contents

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and each of the Guarantors and acknowledged by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Secured Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Outstanding Amount of outstanding Letters of Credit that, in each case, shall be released in accordance with required for the provisions Secured Parties or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference or in any other Loan Document to a “Guarantor” or a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Guaranty”, the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Guaranteed Noteholder Parties, (a) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the Obligations owing to the Guaranteed Noteholder Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Guaranteed Noteholder Parties or the percentage of the aggregate unpaid principal amount of the Advances that shall be required for the Guaranteed Noteholder Parties or any of them to take any action hereunder. Upon the sale of a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, the extent permitted in each case as a result accordance with the terms of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.,

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Guaranteed Noteholder Parties, (a) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor's liability with respect to the Obligations owing to the Guaranteed Noteholder Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Guaranteed Noteholder Parties or the percentage of the aggregate unpaid principal amount of the Advances that shall be required for the Guaranteed Noteholder Parties or any of them to take any action hereunder. Upon the sale of a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, the extent permitted in each case as a result accordance with the terms of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “"Guaranty Supplement”"), (i) such Person shall be referred to as an “"Additional Guarantor” " and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “"Guarantor” " shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “"Subsidiary Guarantor” " shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “"this Guaranty”", “"hereunder”", “"hereof” " or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary "Guaranty”", “"thereunder”", “"thereof” " or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders Agent and the Guarantors Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary; provided, however, that no amendment, waiver or ceasing to be a Restricted Subsidiaryconsent shall, unless in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions writing and signed by all of the applicable Loan Document(s)Creditors affected by such amendment, includingwaiver or consent, without limitationdo any of the following: (a) reduce or limit the obligations of any Guarantor hereunder, Section 9.11 release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the obligations owing to the Creditors under or in respect of the Credit Agreement, Notes and Security Documents, (b) postpone any date fixed for payment hereunder or (c) change the number of Creditors or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Stated Amount of outstanding Letters of Credit that, in each case, shall be required for the Creditors or any of them to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document the Credit Agreement, Notes and Security Documents to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document the Credit Agreement, Notes and Security Documents to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agents and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary; provided, however, that no amendment, waiver or ceasing to be a Restricted Subsidiaryconsent shall, unless in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions writing and signed by all of the applicable Loan Document(sLender Parties (other than any Lender Party that is, at such time, a Defaulting Lender), including, without limitation, except as otherwise expressly set forth in Section 9.11 8.01 of the Credit Agreement, reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the Obligations owing to the Secured Parties under or in respect of the Loan Documents. (ba) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Collateral Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the Second Lien Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (ii) postpone any date fixed for payment hereunder or (iii) change any provision of this Section 8. Upon (x) a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, or (y) the release of a Guarantor as an ABL Guarantor and a First Lien Guarantor in connection with any exercise of remedies under the ABL Credit Agreement and the First Lien Credit Agreement (so long as, in the case of this clause (y), such release is not made in connection with the payment in full and termination of the ABL Loans and the First Lien Loans at any time that the Term Facility remains outstanding), such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders Borrower and the Guarantors Backstop DIP Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon the sale of a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, the extent permitted in each case as a result accordance with the terms of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative AgentRequired Lenders, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Noteholders (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be a Restricted Subsidiarythe Guaranteed Obligations owing to the Noteholders under or in respect of the Note Documents, (b) postpone any date fixed for payment hereunder or (c) change the number of Noteholders or the percentage of the aggregate unpaid principal amount of the Notes that, in each case as a result of a transaction permitted under the Loan Documentscase, such Guarantor shall be released in accordance with required for the provisions Noteholders or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional Guarantor” "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Note Document to a “Subsidiary Guarantor” "SUBSIDIARY GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Note Document to the “Subsidiary Guaranty”"SUBSIDIARY GUARANTY", “thereunder”"THEREUNDER", “thereof” "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be the Obligations owing to the Secured Parties under or in respect of the Loan Documents except (x) as provided in Section 15 hereof, (y) pursuant to a Restricted Subsidiarymerger permitted under Section 5.02(e) of the Credit Agreement or (z) in connection with the sale of such Guarantor permitted pursuant to Section 5.02(f) of the Credit Agreement or a waiver of such Section 5.02 of the Credit Agreement effected with the consent of the Required Lenders, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of a transaction permitted them to take any action hereunder; provided further, however, that no Subsidiary Guaranty amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Guaranty or the other Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional Guarantor” "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” "DOMESTIC SUBSIDIARY GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”"DOMESTIC SUBSIDIARY GUARANTY", “thereunder”"THEREUNDER", “thereof” "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and (or by the Guarantors Administrative Agent with the consent of the Required Lenders) and, in the case of an amendment, the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), subject to the next succeeding sentence, release any Guarantor becoming an Excluded Subsidiary, hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Secured Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, if such release or limitation is in respect of all or substantially all of the value of this Guaranty, or make any other change that is of the type that requires the consent of all Lenders under the Credit Agreement. Upon the sale of a Guarantor to the extent permitted in accordance with the terms of the Loan Documents and Secured Cash Management Agreements, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document or Secured Cash Management Agreement to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document or Secured Cash Management Agreement to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor (other than the BV Borrower) shall NYDOCS01/1276206 be automatically released from this Guaranty; provided that no such release shall occur if such Guarantor is a guarantor in respect of any Specified Junior Financing Obligations, unless such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent a written request therefor and a certificate of such Guarantor to the effect that the transaction is in compliance with the Loan Documents. The Administrative Agent shall be released in accordance with the provisions of the applicable Loan Document(s), including, authorized to rely on any such certificate without limitation, Section 9.11 of the Credit Agreementindependent investigation. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent (at the direction or with the consent of the Required Lenders and the Guarantors Lenders) and, except as provided in Section 7(b) below, each Guarantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, ,” “hereunder”, ,” “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, Guarantee Agreement,” “thereunder”, ,” “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released from this Guaranty; provided that no such release shall occur if such Guarantor is a guarantor in accordance respect of any Specified Junior Financing Obligations, unless such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent a written request therefor and a certificate of such Guarantor to the effect that the transaction is in compliance with the provisions of the applicable Loan Document(s), including, Documents. The Administrative Agent shall be authorized to rely on any such certificate without limitation, Section 9.11 of the Credit Agreement.independent investigation. Foreign Guaranty (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor “or a “Foreign Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “Foreign Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than a Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents, (ii) postpone any date fixed for payment hereunder, (iii) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder or (iv) release all or substantially all of the Collateral in any transaction or series of related transactions. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject Except for any Guaranty Supplement delivered pursuant to Section 10.01 of the Credit Agreement8(b), no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Administrative Agent and Lenders (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Guaranteed Obligations owing to the Administrative Agent and the Lenders under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor (b) postpone any date fixed for payment hereunder or (c) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of the Advances, that, in each case, shall be released in accordance with required for the provisions Administrative Agent and Lenders or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and (or by the Guarantors Administrative Agent with the consent of the Required Lenders) and, in the case of an amendment, the Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), subject to the next succeeding sentence, release any Guarantor becoming an Excluded Subsidiary, hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Secured Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, if such release or limitation is in respect of all or substantially all of the value of this Guaranty, or make any other change that is of the type that requires the consent of all Lenders under the Credit Agreement. Upon the sale of a Guarantor to the extent permitted in accordance with the terms of the Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit Agreements, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document Document, Secured Hedge Agreement, Secured Cash Management Agreement or Secured Specified Credit Agreement to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document Document, Secured Hedge Agreement, Secured Cash Management Agreement or Secured Specified Credit Agreement to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by approved as provided in Section 10.01 of the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenCredit Agreement. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case Subsidiary as a result of a transaction permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with from this Guaranty, and the provisions of the applicable Administrative Agent shall, upon request by any Loan Document(s)Party, includingexecute and deliver to such Loan Party such appropriate documents, without limitationrecourse and without representation or warranty, Section 9.11 of the Credit Agreementnecessary to evidence such release. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Lenders under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with (b) postpone any date fixed for payment hereunder or (c) change the provisions number of Lenders or the percentage of the applicable Loan Document(s), including, without limitation, Section 9.11 Aggregate Commitments or of the Credit Agreementunpaid principal amount of the Loans and L/C Obligations which is required for the Lenders or any of them to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a an “Subsidiary Original Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor (other than the BV Borrower) shall be automatically released from this Guaranty; provided that no such release shall occur if such Guarantor is a guarantor in accordance respect of any Specified Junior Financing Obligations, unless such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent a written request therefor and a certificate of such Guarantor to the effect that the transaction is in compliance with the provisions of the applicable Loan Document(s), including, Documents. The Administrative Agent shall be authorized to rely on any such certificate without limitation, Section 9.11 of the Credit Agreementindependent investigation. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Subsidiary Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Subsidiary Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. . (b) Upon a Subsidiary Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan DocumentsSecured Documents and consummated in accordance with the terms and conditions thereof, the Guaranty of such Subsidiary Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (bc) For the avoidance of doubt, and without limiting the generality of Section 8(b), if all of the Capital Stock of any Subsidiary Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation), in each case as a result of a transaction permitted under the Secured Documents and consummated in accordance with the terms and conditions thereof, the Guaranty of such Subsidiary Guarantor or such successor in interest, as the case may be, shall be released in accordance with the provisions of Section 9.11 of the Credit Agreement. (d) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Subsidiary Guarantor” and shall become and be a Subsidiary Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Subsidiary Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.and

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 10.01 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” (an “Additional Guarantor”) and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Notwithstanding the foregoing, upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementfrom this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional Guarantor” "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” "SUBSIDIARY GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”"SUBSIDIARY GUARANTY", “thereunder”"THEREUNDER", “thereof” "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom herefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released entered into in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 10.1 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”"GUARANTY SUPPLEMENT"), (i) such Person shall be referred to as an “Additional Guarantor” "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” "GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” "SUBSIDIARY GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”"THIS GUARANTY", “hereunder”"HEREUNDER", “hereof” "HEREOF" or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”"GUARANTY", “thereunder”"THEREUNDER", “thereof” "THEREOF" or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty SupplementSupplement and all other Guaranty Supplements.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative AgentGuarantors, the Required Lenders Administrative Agent and the Guarantors Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties and the Guarantors (other than any Lender Party that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any material Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe obligations owing to the Secured Parties under or in respect of the Loan Documents or the Secured Hedge Agreements, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result of a transaction permitted under the Loan Documentscase, such Guarantor shall be released in accordance with required for the provisions Secured Parties or any of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreementthem to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiarythe Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (b) postpone any date fixed for payment hereunder or (c) change the number of Secured Parties or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Loans or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case as a result case, shall be required for the Secured Parties or any of them to take any action hereunder. Upon the sale of a transaction Guarantor to the extent permitted under in accordance with the terms of the Loan Documents, such Guarantor shall be automatically released from this Guaranty; provided that no such release shall occur if such Guarantor is a guarantor in accordance respect of any Specified Junior Financing Obligations, unless such Guarantor is released from its obligations with respect to such Specified Junior Financing Obligations. The Administrative Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of such Guarantor from its Guarantee hereunder pursuant to this Section 8; provided that such Guarantor shall have delivered to the Administrative Agent a written request therefor and a certificate of such Guarantor to the effect that the transaction is in compliance with the provisions of the applicable Loan Document(s), including, Documents. The Administrative Agent shall be authorized to rely on any such certificate without limitation, Section 9.11 of the Credit Agreementindependent investigation. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor “or a “Foreign Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “Foreign Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and acknowledged by the Administrative Agent, the Required Lenders and the Guarantors and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary; provided, however, certain amendment waivers or ceasing to be a Restricted Subsidiary, consents shall require the approvals of Lenders as set forth in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 11.01 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, Agent and the Required Lenders and the Guarantors Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor's liability with respect to be a Restricted Subsidiary, the Obligations owing to the Lenders under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor shall be released in accordance with (b) postpone any date fixed for payment hereunder or (c) change the provisions number of Lenders or the percentage of the applicable Loan Document(s), including, without limitation, Section 9.11 Aggregate Commitments or of the Credit Agreementunpaid principal amount of the Loans and L/C Obligations which is required for the Lenders or any of them to take any action hereunder. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “"Guaranty Supplement”"), (i) such Person shall be referred to as an “"Additional Guarantor” " and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “"Guarantor” " shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary an "Original Guarantor” " shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “"this Guaranty”", “"hereunder”", “"hereof” " or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary "Guaranty”", “"thereunder”", “"thereof” " or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case Subsidiary as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released from this Guaranty in accordance with the provisions of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, Guarantor and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom herefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be released entered into in accordance with the provisions Section 10.01 of the applicable Bridge Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty SupplementSupplement and all other Guaranty Supplements.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative AgentRequired Lenders, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon ; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of any Guarantor becoming an Excluded Subsidiaryhereunder, release any Guarantor hereunder or ceasing otherwise limit any Guarantor’s liability with respect to be a Restricted Subsidiary, the Obligations owing to the Secured Parties under or in each case as a result respect of a transaction permitted under the Loan Documents, such Guarantor shall be released or (b) reduce the percentage specified in accordance with the provisions definition of the applicable Loan Document(s), including, without limitation, Section 9.11 of the Credit Agreement“Required Lenders”. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an a “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional Guarantor, Guarantor and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Amendments, Guaranty Supplements, Etc. (a) Subject to Section 10.01 of the Credit Agreement, no No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, the Required Lenders Collateral Agent and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon a Guarantor becoming an Excluded Subsidiary; provided, however, that each such amendment, waiver or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor consent shall be released in accordance with subject to the provisions requirements of the applicable Loan Document(s), including, without limitation, Section 9.11 10.01 of the Credit Agreement. Each Guarantor that is to be released from this Guaranty in accordance with Section 9.11(c) of the Credit Agreement shall be automatically released from this Guaranty. (b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunderhereunder as if they were originally signatory hereto, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Subsidiary Guarantor” shall also mean and be a reference to such Additional GuarantorGuarantor as if they were originally signatory to this Guaranty, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Subsidiary Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.